WHISTLEBLOWINGP OLICY

— Table of Contents

1. FOREWORD

3

2. GENERAL

3

3. PURPOSES

3

4. SCOPE OF APPLICATION

3

5. SCOPE OF REPORTING

4

6. REPORTING CHANNELS

4

7. OPERATING METHODS AND
PROCESS FOR HANDLINGINTERNAL REPORTS

6

a. Transmission, receipt of whistleblowing reports and taking
		charge of them			 i. Whistleblowing reports received from outside dedicated channels
			 ii. Content of whistleblowing reports
b. Preliminary Assessmentc. Investigation, interlocutions and diligent follow-up to the reportd. Closing of reports, dismissal of proceeding, remediation and/or im		provement actions

8. RECORD-KEEPING

10

9. MANAGEMENT OF CONFLICTS
OF INTEREST

10

10. COMMUNICATION, TRAINING 				 AND INFORMATION

10— Table of Contents

11. GUARANTEES AND PROTECTIONS

11

a. Obligations and guarantee of confidentialityb. Protection of whistleblower, reported person/s (or involved person/s)		and other protected persons other than whistleblower (e.g.:		facilitators, people from the same work environment, etc.)

c. Protection of the whistleblower, the reported (or involved) person/s		and other protected persons other than the whistleblower (facilitators,		people from the same work environment, etc.) from retaliation and		discriminations

d. Conditions for eligibility for protection from retaliatory measures and		cases of exclusion

e. Reporting suffered retaliations to the relevant Public Authorities
f. Limitations of liability
g. Support measures by Third Sector entities within the European Union
h. Other protection measures provided by Whistleblowing laws and		regulations

12. DISCIPLINARY SYSTEM AND 				 OTHER MEASURES

14

13. SANCTIONS

15

14. PERSONAL DATA PROTECTION

15

15. DEFINITIONS

16

16. REFERENCES

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— 1. Foreword
The Prada Group (hereinafter also referred to as“Prada”, “Group”, “Company” or “Organization”) has
always been committed to promoting a corporate
culture inspired by ethics and legality.
In addition to being a legal requirement in many
countries where the Group operates, whistleblowing
is an effective way to identify and address in a timely
manner – through appropriate countermeasuresand prevention - critical issues and risks to which allorganizations are exposed, as well as a tool to protect
against the effects of illegitimate conduct (such as but
not limited to: corruption, fraud, mismanagement andother wrongdoing that threatens health and safety,
financial integrity, human rights and the environment).

— 2. GeneralThrough the establishment and invitation to theconscious use of its whistleblowing channels, thePrada Group promotes and enables all people in the
Organization – such as directors, executives, control
bodies, managers, employees and other collaborators– and its business partners to report unethical or
illegal behaviours, that are contrary to principles
and rules prescribed in its organizational models, inthe Group’s code of ethics and company policies,
promoting an organized culture of trust, transparency
and accountability that may bring actual benefits, tothe name of the Company, its value and growth, while
protecting the confidentiality of whistleblowers and theother protected parties, safeguarding them from therisks of possible retaliation, in full compliance with allapplicable legal provisions.

— 3. Purposes
This procedure regulates the process for transmitting,receiving, analyzing and processing whistleblowing
reports and the management of the relevant
investigation, based on substantiated information,in compliance with current laws applicable to thewhistleblower, the reported facts and personal dataprotection.
WHISTLEBLOWING POLICY

In particular, the objectives promoted are aimed
at instilling responsibility in employees and otherstakeholders to report illegal conduct in order toallow for timely detection and effective response towrongdoing committed within, by or for the Organization,
prevent and reduce harm to the Organization, enablingprompt detection of possible commission of crimes
and their correction for continuous improvementof compliance and risk management, and convey a
public sense of employment for the integrity and civil
responsibility of the Organization in order to strengthen
corporate reputation as well.

— 4. Scope of
application
This procedure shall apply to all Prada Group companies,
both in Italy and abroad, to the Prada Group Personnel,
stakeholders and other third parties, witnessing an
offence or a wrongdoing referable to the Prada Group
personnel. The Prada Group Personnel shall mean any
persons referable to it, such as directors, executives,
other members of the corporate and supervisory bodies,Group management and employees, third parties who
are not Group employees such as, for example but
not limited to, business partners, suppliers (including
contractors/sub-contractors), clients, audit firms,
consultants, subjects acting on behalf of the organization,
associates, interns etc.
This procedure is also aimed at natural and legal
persons, not included in the previous categories but
to whom the protection measures provided for in thisprocedure and in the current legislation apply (e.g. :facilitators, persons in the same work context as thewhistleblower and who are linked to him or her by
a stable affective or kinship relationship up to thefourth degree, co-workers of the whistleblower who
work in the same employment context and who havea regular and current relationship with this person,
entities owned by the whistleblower, complainant,public discloser or entities for which the whistleblower
works, as well as entities operating in the same
employment context as the whistleblower or of which
the whistleblower makes a public disclosure).
The management of whistleblowing reports and therelevant personal data processing is carried out by the3Parent Company Prada S.p.A., also on behalf and in
the interest of other Group companies, in accordancewith applicable law provisions, including personal
data protection laws and regulations and in particular
Regulation (EU) 2016/679 on the protection of natural
persons with respect to personal data processing, as
well as the free circulation of these data (GDPR).

— 5. Scope of reporting
Any alleged wrongdoing (behaviour, act or omission)committed within, by or for the Organization can bereported through the Whistleblowing channel. For
example but not limited to, violations may include thefollowing:— Violations of the Prada Group’s Code of Ethics,
its Policies and core values;— Violations of laws and regulations;— Violations of orders issued by Public Authorities;— Violations of Model 231 and company
procedures;— Violations of human rights;— Conduct that causes damage or harm, even if
only in terms of image, to the Prada Group;— Administrative, accounting, civil or criminal

creation of an inclusive work environment that fosters
the expression of everyone's potential, will also be
analyzed and evaluated.
Information on reportable violations shall not include:— disputes, claims or demands related to a personal

interest of the whistleblower or of the person who
has filed a complaint with the Judicial Authoritythat pertain exclusively to his or her own
individual working relationships or to working
relationships with hierarchical superiors and not
infringing the rights protected by the Group’s
Code of Ethics;— news that is patently unsubstantiated or acquired
only on the basis of poorly reliable indiscretions
or rumours;— information that is already totally in the publicdomain or subject to special laws (Consolidated
Law on Banking, Consolidated Law on Finance,
anti-money laundering, etc. ).

Reports referring to claims, complaints or grievances ofa commercial nature are not covered by this policy.
If non-relevant reports are received, after an initialassessment, and with the explicit consent of the person
who reported the fact, the same may be directedto the person or other channel more appropriate to
the handling of such report or through the channel
chosen by the whistleblower, in coordination with otherrelevant offices, if appropriate.

wrongdoings;— Offenses in the areas of public procurement,

services, products and financial markets andprevention of money laundering and terrorist
financing, product safety and compliance,transportation safety, environmental protection,
food safety and animal health and welfare, publichealth, consumer protection, privacy and dataprotection, and network and information systemsecurity.

Any reports that, based on concrete elements,
infringe on the principles regarding diversity, equity
and inclusiveness, the core elements of social
sustainability on which the Prada Group is based forthe enhancement of everyone's qualities and for the
WHISTLEBLOWING POLICY— 6. Reporting channels
In accordance with applicable Whistleblowing laws, thereporting system can be structured on more levels:— 1 - Internal Reporting Channels established by

the Prada Group, whose management is entrusted
to the Ethics Committee and the use of which shallbe prioritized and privileged, being the channels
closest to the origin of reported issues.

Internal reporting channels can be used forwhistleblowing reports concerning all PradaGroup Companies.
4

— 2 - External Reporting Channels established―a - the whistleblower has previously made aninternal report and an external report or has
directly made an external report (under theconditions and modalities provided for in theregulations) and there has been no response
within the established timeframe regarding
the measures planned or taken to follow up
on the reports;―b - the whistleblower has reasonable groundto believe that the violation may pose an
imminent or obvious danger to the public
interest;―

c - the whistleblower has reasonable groundto believe that the external report may
carry the risk of retaliation or may not
be effectively followed up because of thespecific circumstances of the particularcase, such as those where evidence may beconcealed or destroyed or where there is awell-founded fear that the recipient of thereport may be colluding with infringer or
involved in the violation itself.

by the relevant Public Authorities according toapplicable local regulations (for Italy, in the cases
mandatorily indicated by art. 6 of Law Decree
24/2023, it is also possible to make reports to
the relevant Authority – ANAC (Anti-Corruption
Authority)1.
Access to external reporting channels, where
established, is allowed for certain relevant
violations and upon the occurrence of thefollowing (alternate) conditions, in the manner
provided for by applicable laws, e.g.:―a - if internal reporting channels are notactive or, even if activated, do not comply
with applicable laws;―b - the whistleblower has already made aninternal report which did not have any follow
up;―c - the whistleblower has reasonable groundto believe that, if he or she were to makean internal report, the report would not beeffectively followed up or could result in therisk of retaliation;―d - the whistleblower has reasonable groundto believe that the violation may pose an
imminent or obvious danger to the public
interest.

In Public Disclosure where the whistleblower
voluntarily discloses his or her identity,
the Ethics Committee will not be able
to guarantee the protection of theconfidentiality of his or her identity or thecontent of the report already in the publicdomain.

— 3 - Public Disclosure information about violations — 4 - Reporting to Judicial or Accounting
is placed in the public domain through the press
or electronic media or otherwise through meansof dissemination capable of reaching a highnumber of people (including social network).

Authorities in cases where the applicable law
requires reporting persons to contact the relevant
national authorities, for example as part of theirprofessional duties and responsibilities or because
the violation constitutes a crime.

In Europe Public Disclosure is permitted andprotected only in relation to relevant violations
involving Prada Group Companies residing in EU
Member States, and upon the occurrence of thefollowing (alternate) conditions provided by law:

Finally, this is without prejudice to the right tomake use of other reporting channels that may
be provided and guaranteed for the benefit ofrecipients in accordance with the law.

1 With reference to the management of Italian External Reporting Channels, reference is made to “Guidelines on the protection of persons
reporting violations of domestic regulatory provisions – procedures for the submission and management of external reports” adopted by ANAC
and available at://www.anticorruzione.it/-/del.311.2023.linee.guida.whistleblowing.

WHISTLEBLOWING POLICY5— 7. Operating methods — Closing of reports, dismissal of the proceeding ,remediation and/or improvement actions .
and process for handlinginternal reportsa) Transmission, receipt of whistleblowing
5

6

Responsibility over the processes referred to inthis policy is vested with the Ethics Committee (aninternal, cross-functional collegiate body composedby the heads of the following Departments: (i) Human
Resources, (ii) Legal, (iii) Internal Audit, (iv) Security, (v)CSR, established at the Parent Company Prada S.p.A.),
also to ensure independence and transparency ofjudgement.
After examining the communications and reports,
the Ethics Committee can identify one or more
Departments/Offices/Functions to appoint to carryout the investigation or part of it, guaranteeing inall cases a commitment to the confidentiality by the
persons in charge/delegated persons on the identity of
the whistleblower, the person involved and any person
mentioned in the report, as well as the content of thereport and the related documentation.
The process consists of the following steps:

reports and taking charge of them

The Prada Group, in order to ensure the effectivenessof the whistleblowing process and provide extensive
and indiscriminate access to all those who wish to makea whistleblowing report, has made available many
alternate internal communication channels, such as:— a computer platform accessible from the www.

pradagroup.com website and the company
intranet7 (used for both written and oral reports,
the latter through a voice messaging system
contained in the web platform);— email at the address

whistleblowing@pradagroup.com;— ordinary mail, at the address: Prada S.p.A. via

Antonio Fogazzaro 28, 20135 Milan (k.a. Internal
Audit Department);— Transmission, receipt of whistleblowing reports— Face-to-face meetings, as an alternate option,— Preliminary assessment ;The Internal Audit Department is responsible formonitoring the functionality of these communication
channels and must be contacted in case of any
malfunction.

and taking charge of them ;2

3— Investigation, interlocutions and diligent follow-up
to the report4;

upon reasoned request of the “reporting” person.

2 Acknowledgement of receipt of the report is issued to the whistleblower within 7 days starting from the date of receipt of the report, throughthe same channel used for sending the report. For reports received through the web/computer platform, acknowledgement of receipt is sent
automatically when the report is opened.
3 Preliminary verifications are carried out to assess the relevance, scope and potential risks arising from reported facts, (so called admissibility
assessments).
4 Maintain interlocutions with the whistleblower and carry out appropriate internal investigations in order to verify the existence of reported
facts. The Ethics Committee may also cooperate with other corporate functions or external consultants while guaranteeing the confidentiality of
the information and the protection of the whistleblower and any other persons named in the report.
5 A feedback shall be provided to the whistleblower within 3 months from the date of the acknowledgement of receipt or, in the absence ofsuch an acknowledgement, within 3 months from the expiration of the 7-day period from the submission of the report, consisting of the provisionof information regarding the action being taken or intended to be taken on the report, including notice of the possible absence of grounds forproceeding with the investigation and related dismissal of the report.
6 Formulation of proposed remedial and/or improvement actions in relation to the reported violation to the relevant corporate functions of the
Prada Group Company involved in the report and follow-up verification.
7

The web platform is managed by an external company, specialized in internal whistleblowing systems for companies. This guarantees

WHISTLEBLOWING POLICY

6

The Prada Group encourages and recommends thepreferential use of the web platform for the submissionof whistleblowing reports, available on the PradaGroup’s institutional website, as the same provides
maximum guarantee of the confidentiality of theidentity of the whistleblower, the reported person
and all the persons mentioned in the report as well as
the content of the Whistleblowing Report and related
documentation.
Moreover, whistleblowing reports that are relevant
pursuant to Law Decree 231/2001 can also be sent toPrada SpA’s Supervisory Board (organismo.vigilanza@prada.com) that ensures its forwarding to the Ethics
Committee or to the mailboxes of the Supervisory
Boards of the other Group Companies having adopted
and Organization, Management and Control Modelpursuant to Law Decree 231/20018.
Regardless of the channel used, the Prada Groupguarantees the receipt, analysis and processing of
all reports forwarded, even in anonymous form, andinforms the sender through the same channel thatthe report has been taken into account by meansof an acknowledgement of receipt, within the terms
provided for by the regulations in force (7 days). The
whistleblower is given the opportunity to clarify
his or her report and provide additional elements,
evidence and/or information, maintaining regularcommunication throughout the investigation process.
Although anonymous whistleblowing reports are
accepted (provided that they are precise and detailed),the Prada Group suggests that whistleblowers prefernamed reports, in order to streamline investigations,improve their effectiveness and guarantee applicablelaw safeguards.

Finally, if through the above-mentioned channels thewhistleblower requests an in-person meeting, theEthics Committee will make itself available to meet withhim/her to collect the report. Upon a reasoned request
by the whistleblower, within a reasonable period oftime in compliance with applicable regulations, andsubject to the whistleblower’s consent, the interview
shall be documented by recording on a device suitable
for storage and listening or by minutes, which thewhistleblower may verify, correct and confirm bysigning them.
Whistleblowing reports in “paper” form must beplaced in two sealed envelops: the first one with
the identifying data of the whistleblower and aphotocopy of the ID document; the second one withthe actual whistleblowing report. Both envelops shallthen be placed in another sealed envelope marked
as “confidential” on the outside, addressed to thewhistleblowing report manager.
Originals of reports received in paper form are kept ina special protected environment.
Whistleblower’s guarantee and protection are set out insection 11 below, to which reference is made.

— i - Whistleblowing reports received from outside
dedicated channels
The Prada Group personnel receiving awhistleblowing report from outside the dedicatedchannels shall forward the original and anyannexes to the Internal Audit Director without
delay and within the time frame provided forby applicable laws (7 days), in accordance withthe highest standards of confidentiality andwith appropriate procedures to protect thewhistleblower and the identity and integrity

the non-traceability of reports and that the whistleblower remains anonymous. Instructions for access can be found on the intranet sites andPrada Group's institutional website by filling out the form provided for this purpose. The IT tool has been developed to maximally protect the“whistleblower,” the “reported person,” and the people involved in the process. Making a report through the dedicated web platform guarantees
the security and data protection of the identity of the whistleblower, through an encryption system, confidentiality in the management activitiesof the report, the person involved and the person(s) mentioned in the report, as well as the content of the report and related documentation.
8 Dedicated e-mail boxes are in place for Prada S.p.A.'s Supervisory Board and the Supervisory Boards of other Group Companies, where theOrganizational, Management and Control Model pursuant to Law Decree 231/2001 is in place, for reports relevant under Law Decree 231/2001:- organismo.vigilanza@prada.com;- organismo.vigilanza@artisansshoes.com;- organismo.vigilanza@marchesi1824.com;- organismo.vigilanza@figlinesrl.com.
- organismo.vigilanza.lunarossachallenge@prada.com

WHISTLEBLOWING POLICY

7

of reported parties, without prejudice to theeffectiveness of the following investigations. The
Internal Audit Director will inform and update theEthics Committee.
It is understood that in the presence of predicate
offenses or violations provided for in Law Decree
231/2001 concerning the administrative liabilityof entities or the prevention of relevant offenses
pursuant to Law Decree 231/2001, such as in
the case of violation of the Group Organization
Model or Code of Ethics and/or internal rules/
procedures, codes of conduct and organization
models adopted by other Group Companies,
the Ethics Committee will promptly inform theSupervisory Board or the relevant bodies.

— ii - Content of whistleblowing reports

The whistleblower reports the information in his/her possession based on well-founded reasonsand truthful news.

The whistleblowing report, even in anonymous
form, must be made in good faith, must be
detailed and clear so as to provide as many
concrete elements as possible to enable theEthics Committee to carry out the necessary
verifications. It is also useful to attach
documents that may provide elements ofsubstantiation of the facts that are the subjectof the report, as well as the indication of otherpersons potentially aware of the facts.
Any personal data in the report that is manifestly
not useful for the handling of the whistleblowing
report will be immediately deleted or anonymized.
The following preliminary verification andassessment phases are facilitated by reports witha precise and detailed content, such as:―

Description of reported facts, with indicationof known circumstances (manner, time,
place);―

Identification elements of the reported
person (s) as far as known;―

Indication of any other persons who mayreport on the facts being reported;

WHISTLEBLOWING POLICY―

Indication, or if available, provision ofany documents supporting the report, in
addition to the identifying details of thewhistleblower (e.g. personal and contact
details), in cases of non-anonymous reports.

In the event of unfounded reports, made in
bad faith or with gross negligence, the PradaGroup reserves the right to act in defence of its
interests and to protect the harmed parties.

b) Preliminary Assessment
The Internal Audit team appointed by the Ethics
Committee analyzes the whistleblowing report
received and:— assesses its admissibility and starts the relevant
investigation identifying, based on the natureof the report, the person in charge of it within
the Internal Audit Department, the Security
Department, the Legal Department, theCSR Department or the Human Resources
Department, if the whistleblowing report has
a precise, detailed and verifiable content, andmakes reference to significant facts;— contacts the whistleblower if the content of

the report is not detailed and/or unverifiable
to get more details. If the whistleblower is notreachable to provide the necessary information,
after sending two reminders without receiving
any feedback, the Internal Audit Team files
the report because it is not admissible (formanifest groundlessness due to the absenceof factual elements attributable to the typified
violations, manifest lack of legal prerequisites,
incompetence, ascertained generic content that
does not allow understanding of the facts or withinappropriate documentation, lack of data that
constitute essential elements);— if the report is about facts that – while

concerning the Prada Group – are not includedin the scope of application of this document(so-called “non-inherent reports”, such as forexample but not limited to, commercial claims,
commercial proposals, marketing activities), will8

be transmitted to the competent functions only if
particularly relevant for the business;— refrains from dealing with the investigation

if the reported facts are known to be underinvestigation by public authorities (e.g. judicial
authorities and administrative bodies, in thatthe object of the offense is relevant under thecriminal profile that will be dealt with by thecompetent Judicial Authority;— files the report, if the report relates to facts thatwere previously known and fully ascertained, andwithout the new report adding or allowing for the
addition of further elements or aspects to what
was already known (so-called solved reports).

Without prejudice to what is envisaged in the eventthat an investigation is started, the person in chargeof the investigation shall, at the first useful meeting of
the Ethics Committee, report on the above-mentioned
whistleblowing reports, giving reasons for the choices
made.
The Ethics Committee, the Audit and Risk Committee
and the Supervisory Board of Prada S.p.A. (in generaland in particular with respect to 231 matters) are
informed and receive an overview of all whistleblowing
reports received, while the Supervisory Boardsof Subsidiaries, if mentioned, are informed of thewhistleblowing reports received with respect to therelevant Companies.

c) Investigation, interlocutions and diligent
follow-up to the report
The purpose of the investigation is to carry out analyses
aimed at objectively ascertaining whether reported
facts are true or not.
To this end, the five departments (i) Human Resources,ii) Legal, iii) Internal Audit, iv) Security, v) CSR) forming
the Ethics Committee play an active role in theprocess, either singularly or collectively, supportedby the competent company Functions and/or byexternal consultants depending on the subject of thewhistleblowing report.
Communication with the whistleblower must regularly
take place during the whole investigation process,

WHISTLEBLOWING POLICY

providing him/her with a regular and timely feedback.
The Department(s) involved in the investigation shallreport to the Ethics Committee on its results and thelatter may ask for the necessary additions.

d) Closing of reports, dismissal of proceeding,remediation and/or improvement actions
The Ethics Committee shall examine the results of theinvestigation and:— If the content of the report is confirmed, it

requests the definition of any necessary
measures to the competent functions and incompliance with the system of powers of attorney
in force;— If during the investigation (regardless of theoutcome) areas of weakness and/or points for
improvement of the internal control and risk
management system emerge, it may request theimplementation of the necessary improvement
actions; the Internal Audit Department shallsupport the Management in charge for defining
the action plans and shall monitor (as part of thefollow-up process) their implementation within
the agreed time frame.

For reports falling within the scope of Law Decree
231/2001, the Internal Audit Director submits to theSupervisory Board the results of the investigation before
its final closing with the aim of collecting any additional
needs for further investigation and/or, where any
violation is found, assessing the imposition of sanctions
or other measures.
After hearing the opinion of the Supervisory Board
for reports concerning 231/2001 matters, theEthics Committee closes the report, classifying it as“Grounded” or “Ungrounded” and “With actions” or“Without actions” whether they are for improvementsof the Internal Control System or of any other type(e.g. reporting to judicial authorities). Finally, thecommunication flows are activated between theManagement and Control Bodies and the other playersof the internal control system, including in particular
the Audit and Risk Committee, the Supervisory Board
and/or the other Supervisory Bodies, if mentioned.
The whistleblower will be informed of the conclusions

9

reached and any corrective measures/actions taken
at the end of the investigation, within the regulatory
deadlines prescribed by the regulations in force.

— 9. Management ofconflicts of interest
In the event that reported facts concern:— 8. Record-keeping
The Ethics Committee, supported by the Internal Audit
Department, guarantees that all original documentson reports, as well as paperwork on the investigationand on the audits referred to the report, are stored
in appropriate computer repositories with the highest
security and confidentiality standards in compliancewith law provisions and according to specific internal
rules, if existing.
The whistleblowing reports and the relevant documents
are kept for as long as necessary for their processing
and in any case no longer than 5 years from the dateof the communication of the final outcome of thereporting procedure, except in cases where storage fora longer period is required for any litigation, requestsof the competent authority, or pursuant to applicableregulations.
The personal data of the persons involved in the reportand in the following investigation, for any reason(whistleblower, reported person and third parties) areprocessed and stored in compliance with personal dataprotection laws.
In particular, if reported facts do not fall within thescope of Whistleblowing or cannot be ascertained,
personal data contained in the Whistleblowing reportwill be deleted or made anonymous within 30 days after
receipt of the report.
If the report is unfounded and no judicial or disciplinary
action is started, personal data shall be deleted or
made anonymous within 30 days after the end of theinvestigation process. Anonymized reports will be kept
for 5 years.
If the report is founded and/or if a judicial ordisciplinary action is initiated, the personal datacontained in the report will be kept for 5 years startingfrom the final date of the reporting procedure, or forsuch longer period as may be necessary to comply withlegal provisions and/or for judicial protection purposes,
subject to ordinary statutes of limitation.
WHISTLEBLOWING POLICY— one or more members of the Ethics Committee,

either directly or indirectly, or activities
falling within the scope of their organizational
responsibilities, these members and theDepartments they oversee will be excluded fromthe management of the whistleblowing report;— one or more members of the Board of Directorsof Prada S.p.A. or of the Group Companies,
the duties of the Ethics Committee shall be
performed by the Chairman or the Deputy
Chairman of the Board of Directors of Prada
S.p.A.

In the event of further and different situations wherea member of the Ethics Committee is in a conflict ofinterest, he/she is required to declare the conflict.
The remaining members will assess the advisabilityof maintaining or excluding the involvement of said
member in the meetings of the Ethics Committee
concerning the specific conflict issue.
Some members of the Ethics Committee and a
restricted number of employees of the Internal Audit
Department have always access to the platform and thewhistleblowing@pradagroup.com email box in orderto ensure a timely management of reports received
through these channels.
In the event of any of the above-mentioned subjects
having a conflict of interest, the other membersof the Ethics Committee shall temporarily disable
this person from accessing the platform and thewhistleblowing email box.

— 10. Communication,
training and information
The Ethics Committee is responsible for promoting
over time the necessary information and training
actions, when necessary, for the company staff on10

the management of whistleblowing reports and,specifically, on the usefulness of the process, thesupport tools and guarantees and protections of the
Whistleblowers and Reported Parties or, however ofany people mentioned in the report.

b) Protection of whistleblower, reported
person/s (or involved person/s) and otherprotected persons other than whistleblower(e.g..: facilitators, people from the same work
environment, etc.)

Dissemination internally and to external third parties
is promoted through publication in the company
repositories (Intranet) and on the institutional website,or through internal communications, posting of posters
and awareness campaigns, etc. or also through specifictraining activities.

The Prada Group guarantees the confidentiality of theidentity of the whistleblower, the reported person (orinvolved person) and the other people mentioned in thereport, as well as the facilitator, etc. starting from thereceipt of the report in compliance with law provisions.

The Ethics Committee shall monitor that this procedure
is compliant with the best practices and applicable laws.

— 11. Guarantees andprotectionsa) Obligations and guarantee of confidentiality
All Prada Group Personnel involved in various
capacities in the management of whistleblowing reports
are required to ensure confidentiality over the existence
and content of the report, as well as the identity of the
Whistleblowers (if known) and reported parties, or any
third party mentioned in the report.
Any disclosure on the existence and content of thereport, as well as the identity of the whistleblowers(if known), reported parties and third parties, muststrictly comply with the “need to know” criterion. Only
those elements and information, including personaldata, strictly necessary for the purposes pursued will
be disclosed.
To this end, the Ethics Committee shall record in theappropriate Register of Authorized Persons the listof persons to whom it has been necessary to provide
communications regarding each report and theinformation disclosed (e.g. existence and/or content
of the report, identity of the Whistleblower and/or theReported Party, outcome of the investigations carried
out).

WHISTLEBLOWING POLICY

Without prejudice to law obligations, the identity of thewhistleblower and any other information from whichsuch identity may be inferred, directly or indirectly,
may not be disclosed without the express consent
of the whistleblower, to persons other than those
responsible for receiving or following up the reports,
expressly authorized to process such data.
In particular, identities may be disclosed only with theexpress consent of the person concerned:— within the scope of the disciplinary action, if

the charge is founded and/or knowledge of theidentity of the whistleblower is essential for the
defense of the accused or other person involved;— disclosure is a necessary and proportionate

obligation in the context of investigations by the
Authorities or judicial proceedings, in accordancewith applicable legislation

For reports sent through the computer platform(including voice messaging reports) under section
7.a. above, confidentiality of the identity of thewhistleblower (as well as of the content of thewhistleblowing report) is protected as follows:— the platform adopts the “no-log” policy, i.e it

does not directly or indirectly detect informationon connection methods (e.g. no IP address, macaddress, or date and time of access is tracked),thus ensuring full anonymous access of thewhistleblower. Moreover, the company IT systems
are not able to identify the access point to theplatform (IP address), even if access is made froma computer connected to the company networkor through link available on the www.pradagroup.
com website;11

— the platform ensures high security standards,

in the specific Register kept at the Internal Audit
Department.

— the whistleblower, if he/she deems necessary,c) Protection of the whistleblower, thereported (or involved) person/s and otherprotected persons other than the whistleblower(facilitators, people from the same work
environment, etc.) from retaliation9 anddiscriminations

employing data encryption technologies, SSL
certificates, and other measures to protect
against unauthorized access according to thehighest international security standards;

may indicate his/her name in the Whistleblowing
report or decide to remain anonymous;— even in the case of anonymous reporting, it ispossible to communicate with whistleblowers
to receive further information about the case,or notify them of confirmation of receipt of themessage, through a secure electronic mailbox.

For reports transmitted via ordinary and electronic
mail channels, the confidentiality of the whistleblower’s
identity (as well as the content of the report) is
protected as follows:— ordinary correspondence addressed to theInternal Audit Department and the Ethics
Committee is delivered unopened (as delivered tothe postal service);— the whistleblowing@pradagroup.com email box
may only be accessed by a limited number ofauthorized members of the Ethics Committee
and the Internal Audit Department;— the administrator of the corporate email system

may access the reference mailbox exclusively fortechnical needs, with prior written authorizationby the Internal Audit Department following ajustified request on a case-by-case basis. Accesslogs by the System Administrator are therefore
recorded and stored for at least 6 months.

In all cases where the name of the Whistleblower
and/or reported person or third parties involved
has been disclosed in the handling of the reports by
the Ethics Committee, this name shall be separated
from the content of the report and replaced with thealphanumeric code assigned to it when first recorded

In compliance with the law and the Group’s Code of
Ethics, Prada shall prohibit and sanction any form of
threat, retaliation or discrimination, either attemptedor actual, against whistleblowers, reported or involved
persons, facilitators and anyone who cooperated toinvestigations to prove the groundedness of the report(including the respective related persons), regardless ofwhether the report was found to be grounded or not.
Prada reserves the right to take appropriate action
against anyone who engages in, or threatens to engage
in, acts of retaliation against the individuals listed
above, without prejudice to the right of the parties
involved to legal protection if criminal or civil liabilities
related to the fakeness of what has been stated orreported have been found.
Prada may take the most appropriate disciplinary
and/or legal measures, to the extent permitted byapplicable law, to protect its rights, property andimage against anyone who has made in bad faith
false, unfounded or opportunistic reports and/or for the sole purpose of slandering, defaming or
causing harm to the Reported Person or other parties
involved. If, in particular, the Whistleblower in goodfaith is an Employee, the Ethics Committee (throughthe competent company functions) will monitor the
Employee’s working life for 2 years from the date of thereport, to prove the absence of discriminatory actions
or other forms of retaliation following the report. If
the whistleblower is an employee, he/she may not bedismissed, his/her role cannot be changed, he/she
may not be suspended, transferred or subjected to any
other organizational measure having direct or indirect
negative effects on his/her working conditions.

9 Retaliatory measures are defined as any behaviour, act or omission, even if only attempted or threatened, carried out by reason of Internal orExternal Whistleblowing Reporting, Public Disclosure, or reporting to the Judicial or Accounting Authorities, which directly or indirectly causes
or may cause unjust damage to such persons and for which they may be entitled to take action in the ways provided for by the regulations in force.
By way of example: dismissal, suspension or equivalent measures, demotion of rank, change of function, non-renewal or early termination ofcontract, etc.

WHISTLEBLOWING POLICY

12

The Prada Group requires everyone to cooperate inmaintaining a corporate climate of mutual respect andprohibits attitudes that may harm the dignity, honour,and reputation of each individual. The guarantees
of confidentiality and measures of protection andsafeguards also pertain to the whistleblower, who will
not be disciplined in the absence of objective evidence
about the reported violation, that is, without having
investigated the reported facts and challenged therelated charges in accordance with the proceduresof law and/or contract. The reported person may not
request to know the name of the whistleblower, except
in cases expressly provided for by law. For further
protection of the reported person, the actions andrights granted to him/her by law remain unaffected.

d) Conditions for eligibility for protection from
retaliatory measures and cases of exclusion
To the extent permitted by applicable law, the following(cumulative) conditions must be met in order for thewhistleblower and other protected persons to benefit
from protection from retaliatory measures:— the Whistleblower has made a Report, Public

Disclosure or complaint based on a reasonable
belief that the information about the reported
or disclosed violations is true and falls within thescope of relevant violations;— the Whistleblowing Report or Public Disclosure
was made in accordance with the conditionsprescribed by applicable regulations on
Whistleblowing, including Directive (EU)2019/1937 and the relevant domestic decrees
implemented;— there is a consequentiality relationship between

the Whistleblowing Report, Public Disclosure andcomplaint made and the retaliation measuressuffered.

Failing these conditions, protection is excluded bothwith respect to the Whistleblower and, similarly, withrespect to different parties who, by reason of their rolein the reporting and/or whistleblowing process and/or the particular relationship that binds them to theWhistleblower, indirectly suffer retaliation.

The protection provided in the event of retaliationis also excluded in the event of ascertainment by
judgment, even if not final in the first instance, against
the Whistleblower of criminal liability for the crimesof slander or defamation or otherwise for the same
crimes related to whistleblowing, or civil liability,
for having intentionally reported false information
with malice or gross negligence. In cases where theaforementioned liabilities are established, a disciplinary
sanction will also be imposed on the Whistleblower.

e) Reporting suffered retaliations to the relevant
Public Authorities
Whistleblowers and other Protected Persons whobelieve that they have suffered retaliation may, to theextent permitted by applicable law, report it to therelevant Public Authorities requesting their protection10.
The person who adopted the retaliatory measure
and/or act, or in any case the person to whom theconduct and/or omission is attributable, is considered
responsible for the retaliatory measure. Liability is also
incurred by the person who suggested or proposed theadoption of any form of retaliatory measure against the
Whistleblower or other persons involved.

f) Limitations of liability
To the extent permitted by the applicable regulations,
the whistleblower is also guaranteed limitation of
liability with respect to the disclosure of certain
categories of information. These are limitations that
operate under certain conditions in the absenceof which there would be consequences in terms ofcriminal, civil, administrative liability.
In particular, the Whistleblower is not punishable in theevent that he/she discloses or disseminate information
on violations:— covered by the obligations of secrecy (official

secret, professional secret, scientific andindustrial secrets, breach of the duty of loyalty),
with the exception of secrecy obligations
relating to classified information, forensic andmedical professional secrecy, secrecy of court
deliberations;

10 By way of example for Italy, the competent body is ANAC.

WHISTLEBLOWING POLICY

13

— relating to the protection of copyright or the— 12. Disciplinary
system and otherthat
offendthereputationofthereported
person.
—measuresprotection of personal data;

The limitation of liability applies provided the following(cumulative) conditions are met:

— at the time of disclosure or dissemination, thewhistleblower had reasonable grounds to believethat the information was necessary for the breachto be discovered;— the Whistleblowing report, Public Disclosure

or complaint was made under the conditions
set forth in the applicable Whistleblowing
regulations;— information was acquired lawfully.

For its employees, the Prada Group shall provide and(if the conditions are met) adopt disciplinary sanctions:— against those responsible for any retaliation or

discrimination or in any case of illegitimate direct
or indirect damage against the Whistleblower (oranyone who has cooperated to the assessmentof facts being reported) for reasons directly or
indirectly related to the report;— against the reported party, for the assessed
responsibilities;— against anyone who violates the confidentiality
obligations referred to in this Policy;g) Support measures by Third Sector entities
within the European Union
The Whistleblower may benefit from the support
measures offered by Third Sector entities that haveentered into agreements with Public Authorities
designated for this purpose by the Member States of
the European Union11.
In particular, these entities provide assistance andadvice free on charge on: i) the reporting methods; ii)
the protection from retaliations granted by domestic
and EU regulatory provisions; iii) the rights of the
Person Involved; iv) the terms and conditions of accessto legal aid.

h) Other protection measures provided byWhistleblowing laws and regulations
This is without prejudice to any additional protection
measures not covered in the previous sections andwhich may be provided in favour of Whistleblowers andProtected Persons by the applicable Whistleblowing
legislation.

— against Employees, as required by the law, whohave submitted an unfounded report with wilful
misconduct or gross negligence.

Disciplinary measures will be proportioned to theextent and seriousness of the unlawful conduct
ascertained, within the limits of the regulatory
regulations in force, and, in the most serious cases,
they may lead to the termination of the employment
relationship.
In the event that the perpetrators of ascertained
violations concern Third Parties (e.g. partners,
suppliers, consultants, agents), legal remedies andactions shall apply in addition to the contractual
provisions concerning compliance with the Code of
Ethics (termination of the agreement, assignment or,in general, of the existing relationship with the PradaGroup Companies concerned may apply, as well as
where there are grounds, compensation for damages).
If the ascertained violations are attributable tomembers of the Company Bodies or attorneys ofGroup Companies, the Ethics Committee shallpromptly inform the Board of Directors of Prada
S.p.A. or the management body of the Prada Group

11 For example, in Italy ANAC has published in its institutional website the list of entities of the Third Sector offering support to Whistleblowers.

WHISTLEBLOWING POLICY

14

Company involved, respectively, so that appropriate
measures may be taken.

the Facilitator and the Person/s involved or mentioned
in the report.

If the violations involve a member of the Ethics
Committee, the Chairman or the Executive Deputy
Chairman of Prada S.p.A. shall promptly inform theBoard of Directors of Prada S.p.A.

When preparing reports, the reported party and otherparties involved in the report may not immediately
receive a specific privacy information regarding theprocessing of their data, in the event that by providing
such information the capacity of effectively verifying
the validity of the report or of collecting the necessary
feedback is likely to be compromised.

Any disciplinary sanctions and other measures taken
for violations ascertained as a result of whistleblowing
reports should be reported by the HR Department
or other functions responsible for their enforcement
to the Ethics Committee, which, depending on therelevance, will communicate them in accordance withthe law provisions in force12.

— 13. Sanctions
Breach of Whisleblowing regulations, including (EU)
Directive 2019/1937 and and its implementing
decrees issued by EU member states, may resultin administrative or imprisonment penalties being
imposed on the perpetrator, varying according to thecountry in which such violations were implemented.
The sanctions that can be imposed and the competent
Public Authority for Italy is ANAC.

— 14. Personal dataprotection
Personal data contained in the Whistleblowing Reports
will be processed in compliance with the applicabledata protection legislation in force, including Regulation(EU) no. 2016/679 (“GDPR”), as well as any otherapplicable laws and/or regulations, and in accordancewith the specific privacy policy provided to data
subjects and published on the platform.
Personal data protection is ensured not only to theWhistleblower (for non-anonymous reports), but also to

The management of whistleblowing reports is
performed by Prada S.p.A. also in the interest of
its subsidiaries in compliance with the provisions ofapplicable laws, including, in particular, the principlesof necessity, proportionality and lawfulness of theprocessing as provided in the GDPR.
In compliance with the minimization principle referred
to in art. 5 of the GDPR, only personal data relevant
and necessary for the purposes of this Policy canbe processed. Therefore, all personal data (of the
Whistleblower, if the latter has indicated his/her nameon the report, of the reported person or of any othernatural person) contained in the report or otherwise
collected during the investigation phase that are notstrictly necessary to ascertain whether the Report iswell-founded will be deleted or made anonymous.
Data subjects may exercise the rights under the GDPR
and applicable legal provisions by contacting the Group
Data Protection Officer at: privacy@prada.com.
When there is a risk that the exercise of the rights
granted to the data subject may result in an actual andconcrete prejudice to the confidentiality of the identityof the Whistleblower and may affect the ability toeffectively verify the truthfulness of the Report or togather the necessary evidence, Prada S.p.A. reserves
the right to limit or delay the exercise of the above
rights, in compliance with applicable law provisions.
The Reported Person or any third parties may under nocircumstances exercise their right of access in order toobtain information on the identity of the whistleblower,
unless in the case of an Illicit Report.

12 The introduction of the disciplinary system is an integral part of Model 231, of sanctions against those who ascertain being responsible forthe violations provided for by the new regulations (art. 21, c.2, Law Decree 24/2023). As provided for by Italian laws, if the disciplinary sanctions
and other measures are applied following violations inherent in the crimes referred to in Law Decree 231/2001 or the Organization Model
adopted for their prevention, they will be communicated to the competent Supervisory Board.

WHISTLEBLOWING POLICY15

— 15. Definitions
ANAC: National Anticorruption Authority. The Italian
National Anticorruption Authority (ANAC) is anindependent Italian administrative authority with thetask of protecting the integrity of public administration,
combating illegality, fighting corruption, implementing
transparency, and monitoring public contracts;
Anonymous report: whistleblowing report that comesfrom an individual whose personal details are unknown
or not clearly identifiable;
Audit and Risk Committee: Committee formed within
the scope of the Board of Directors with advisory andproposing functions towards the Board of Directors
itself. The Audit and Risk Committee of Prada S.p.A.
is composed by three non-executive directors, allselected from among the members of the Board of
Directors of the Company;
Ethics Committee: Collegial body responsible formanaging reports, which assesses their adequacy,suggests to the Board of Directors any improvements tothe process, and promotes the necessary informationand training actions aimed at the company population.
It is composed by the heads of the following Prada
S.p.A.’s Functions: Internal Audit, Human Resources,
Legal, Security and CSR;
External report: report or complaint filed with acompetent authority (e.g., ANAC, judicial authority);
Facilitator: an individual who assists the whistleblower
in the Reporting process and who works in the same
work environment and whose assistance must be kept
confidential;
GDPR (General Data Protection Regulation):
Regulation (EU) 2016/679 concerning the protectionof natural persons with regard to the processing of
personal data and on the free movement of such data,
abrogating Directive 95/46/EC;
Grounded report: whistleblowing report corresponding
to the situation ascertained from the investigations
carried out;
Illicit report: whistleblowing report that turns out to be
unfounded based on objective elements and for which

WHISTLEBLOWING POLICY

the concrete circumstances that were ascertained
during the investigation lead to believe that it was
submitted in bad faith or with extreme negligence;
Information on violations: adequately substantiatedinformation, including well-founded suspicions,concerning violations resulting from conduct, acts
or omissions committed or which, on the basis ofconcrete elements, could be committed as well as
elements concerning conduct, including omissions,
aimed at concealing such violations. This also includes
information on violations acquired in the context
of a legal relationship that has not yet begun or has
meanwhile ended, if said information was acquiredin the context of the work environment, including
the probationary period, or in the selection or precontractual phase;Internal Audit: Prada Group’s Internal Audit
Department;Internal Report/s: any written or oral communicationof information about violations made by thewhistleblower through the internal channel andreceived by the Prada Group pertaining to the Internal
Control and Risk Management System and concerning
behaviours related to Prada Personnel in violation of
the Code of Ethics, any laws, regulations, provisionsof Public Authorities, internal rules, Model 231, factsof corruption (active and passive), facts or behaviours
that are contrary (or in contrast) with the responsibility
undertaken by Prada of respecting human rights ofsingle individuals or communities and attributable tothe following categories: social and economic impacts,
health and safety and violation of workers’ rights or any
communication referred to behaviours that may cause
damage or harm, including image damage, to Prada;
Non-inherent report: whistleblowing reportconcerning facts not falling within the scope ofviolations of the Code of Ethics, laws, regulations,provisions of Public Authorities, internal rules, Model
231, facts of corruption (active or passive), facts or
behaviours that are contrary (or in contrast) withthe responsibility undertaken by Prada of respecting
human rights of single individuals or communities andattributable to the following categories: social andeconomic impacts, health and safety and violationof workers’ rights or any communication referred tobehaviours that may cause damage or harm, including
image damage, to Prada;16Non-verifiable report: whistleblowing report notcontaining sufficient details allowing – based oninvestigation tools available – to verify the soundness ofreported facts;

Solved report: report related to facts that werepreviously known and fully ascertained, not adding any
new elements to what was already known;

Parent Company: Prada S.p.A.;

Supervisory Board/s: the Supervisory Board of Prada
S.p.A. and the Italian Subsidiaries pursuant to article 6
of Law Decree no. 231 of 2001;

Person(s) Involved: an individual or legal entity
mentioned in the Report made through the internal orexternal channel, complaint, Public Disclosure, as the
person to whom the violation is attributed or otherwise
referable;

Ungrounded report: whistleblowing report notcorresponding to the situation ascertained from theinvestigations carried out;

Prada Group: shall mean Prada S.p.A. and its direct
and indirect Subsidiaries, in Italy and abroad;
Prada Personnel: directors, executives, other membersof the corporate and supervisory bodies, management
and employees of the Prada Group, temporary workers
and volunteers;
Protected Persons: all subjects who benefit fromthe protection measures (including whistleblowers,
facilitators, etc.);
Public Disclosure: making information about possible
violations known to the public by publishing it, forexample, on online platforms or social media - or byreporting it to stakeholders such as the media, civilsociety organizations, legal associations, trade unions,or business/professional organizations;
Report with actions: report resulting in an action to
improve the internal control system or a disciplinary
sanction;
Report without actions: report that is not followed byan action to improve the internal control system or adisciplinary sanction;
Reported Person/s: natural or legal person referred
to in the whistleblower's report or complaint as the
person responsible for or associated with the alleged
wrongdoing or harmful behavior;

Verifiable detailed report: whistleblowing report inwhich the narrative of the author, the facts, events orcircumstances which constitute the basic elements of
the alleged offence (e.g., type of offence, period when
it occurred, value, causes and purposes of the offence,company, areas, persons, units, entities concerned or
involved, anomaly in the internal control system, etc.)
is given with a level of detail sufficient to concretely
permit, on the basis of the investigation tools available,
the relevant company bodies to verify the truthfulness
or otherwise of the facts or circumstances detailed in
the report;
Whistleblower: Prada Personnel, Stakeholders
and other third parties, witnessing an offence or an
irregularity involving Prada Personnel;
Whistleblowing: communicating information on alleged
wrongdoing to individuals or entities believed to becapable of acting;
Violations: conduct, acts or omissions, whichharm the public interest or the integrity of the
public administration or private entity of which thewhistleblower has become aware in a public or private
work context;
Wrongdoing: means any illegal, abusive or harmful
act or omission including but not limited to: Violationsof the Prada Group Code of Ethics, violations oforganizational models, violation of laws applicable toPrada Group Companies, etc.);

Retaliation: any threatened, recommended, or actual
action or omission, either direct or indirect, that causes
or is likely to cause harm, and is related to or resultsfrom a protected whistleblowing report;

WHISTLEBLOWING POLICY17

— 16. References— Directive (EU) 2019/1937 concerning theprotection of persons who report violations ofUnion law (so-called “Whistleblowing”);— Law Decree no. 24 of 10 March 2023 publishedin the Italian Official Gazette on 15.03.2023,
transposing Directive (EU) 2019/1937 concerning
the “protection of persons who report violationsof Union law (so-called “Whistleblowing)”;— ANAC Guidelines – Regulations for handlingexternal reports and the exercise of the
sanctioning power of Anac in implementationof Law Decree no. 24 of 10 March 2023 –Resolution no. 301 of 12 July 2023;— Confindustria – Operational Guide for Private

Entities – New “Whistleblowing” discipline – 27
October 2023;— Law Decree no. 231/2001 Discipline of the—administrative liability of legal entities, companies
and associations, including those without legal
personality, pursuant to art. 11 of law no.300 of
29 September 2000 and following amendments
and additions;
Law 179/2017, which introduced whistleblowing
in Italy also in the private sector ;— Code of Ethics (available in the “Code of Ethics”
section of the company intranet );— Organization, Management and Control Modelpursuant to Italian Law Decree no. 231 of 8 June
2001 (available in the “Organizational Model”
section of the company intranet);— EU Regulation 2016/679 General Data Protection
Regulation - GDPR;— Foreign rules and regulations applicable in theCountries where the Group operates.

WHISTLEBLOWING POLICY18