ANTI- CORRUP TIONP OLICY

— Table of Contents

1. RECITAL

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2. PURPOSES

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3. SCOPE OF APPLICATION
3.1. Adoption and application by Group Companies

4. DEFINITIONS
5. GENERAL CONDUCT PRINCIPLES
6. CONDUT PRINCIPLESIN RELATIONSHIPS WITHRELEVANT THIRD PARTIES AND
BUSINESS ASSOCIATES

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6.1. Relevant Third Parties
6.2. Business Associates

7. CONDUCT PRINCIPLES IN
KEY SENSITIVE AREAS

97.1. Dealings with Public Authorities (in all their ramifications)7.2. Gifts, Hospitality and Entertainment Expenses
7.3. Facilitation and Extortion Payments
7.4. Dealings with Political Organization and Trade Unions
7.5. Award of works and/or supply of goods and services
		(including consultancies)

7.6. Acquisition of shareholdings in other companies and joint ventures
		

(M&A)

7.7. Selection, Recruitment and Management of the		Prada Group Personnel

7.8. Donations, Non-profit initiatives and Sponsorships

9. ACCOUNTING RECORDS

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10.POLICY IMPLEMENTATION

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8. ANTI-CORRUPTION DUE DILIGENCE

10.1. Anti-corruption Officers
10.2. Corruption risk assessment
10.3. Prada Group Personnel training
10.4. Support and Assistance

11. WHISTLEBLOWING REPORTS

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12. BREACH OF THE POLICY

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12.1. Disciplinary sanctions
12.2. Contractual remedies

13. ONGOING MONITORING AND
IMPROVEMENT

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— 1. Recital— 2. Purposes

The Prada Group, mindful of the negative effectsof corrupt practices on the economic and social
development of the areas in which it operates, iscommitted to preventing and combating illegal activities
in its business.

As further confirmation of its commitment incombating illegal conduct, by introducing this Policy
the Prada Group intends to bring together and combine
into a coherent framework the existing rules designed
to prevent and combat Corruption already applied by
the Group, so as to enhance the Recipients’ awarenessof the rules and behaviours that must be observed.

Prevention of corrupt practices is not just a legal
obligation but also one of the guiding principles of the
Prada Group.
As part of its commitment in this area, the Prada Group
has adopted the Code of Ethics, which – in conjunction
with the Organization, Management and Control
Models adopted pursuant to Italian Law Decree 231/01
and similar laws in force abroad – sets out the values
that inspire the Group to achieve its objectives and the
key principles underlying its management practices.

ANTI-CORRUPTION POLICYThe Policy is designed for application by all PradaGroup Companies, in the countries where the Group
operates, providing each Group Company with areference framework for the identification, review andachievement of anti-corruption objectives establishedin keeping with the Policy.

2— 3. Scope of application
This Policy is issued by Prada, and its adoption is
mandatory for all its Group Companies, following any
adjustments necessary for foreign subsidiaries in order
to comply with specific local regulations, as describedin more detail at section 3.1 below.
Compliance with the Anti-corruption Rules andRegulations and this Policy is mandatory for all
Recipients.
In the event that applicable provisions of Anticorruption Rules and Regulations are stricter thanthose of the Policy, such provisions must be complied
with, and in any case their breach will also consitute a
Policy breach.

3.1 Adoption and implementation byGroup Companies
Each Group Company, whether Italian or foreign, will
adopt the Policy without exceptions.

categories of Relevant Third Parties/Business
Associates, or (III) specific categories of PradaGroup Personnel as specified in section 8 below.

— Anti-corruption Officer: the Anti-corruption
Officer appointed by Prada and by each
Subsidiary.

— Anti-corruption Rules and Regulations: national

regulations applicable in the single countries
where the Prada Group operates, the bestpractices and guidelines set out by international
private organizations (ICC – International
Chamber of Commerce, Transparency
International, PACI – Partnering Against
Corruption Initiative and the Global Compact of
the United Nations, UNI ISO 37001), as well as all
the international law Conventions, including but
not limited to:―If, due to specific local requirements, a foreign
Subsidiary should need to adopt its own Anticorruption code, the code must in any case comply
with this Policy, reflecting its contents as an
indispensable basis.

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Each Subsidiary shall take any further steps necessary
to prevent and control the specific risks to which it is
exposed and to establish operational guidelines, withspecific regard to the relevant legal and operating
environment.

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For each Group Company, this Policy shall come into
force with its publication on the Company’s intranet
and website.

— 4. Definitions

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For the purposes of this Policy, the terms listed below
will have the following meaning:— Anti-corruption Due Diligence: the verification

activity, and the related decision-making process,to be carried out in relation to specific categoriesof (I) transactions, projects or activities, (II)planned or existing relations with specific

ANTI-CORRUPTION POLICY―OECD Convention on Combating Briberyof Public Officials in International BusinessTransactions;
Criminal Law Convention on
Corruption – Council of Europe;
United Nations Convention against
Corruption (so-called Merida Convention);
Italian Criminal Code, with particularreference to art. 317 et seq;
Italian Civil Code, with particular reference
to art. 2635 (corruption between private
parties) and art. 2635 bis (instigation tocorruption between private parties);
Law Decree no. 231 of 8 June 2001 (onadministrative liability of entities);
Law no. 146 of 16 March 2006
(Ratification and implementation of theUnited Nations Convention and Protocols
against Transnational Organized Crime,
adopted by the General Assembly on 15
November 2000 and 31 May 2001);
Law No. 69 of 27 May 2015 (on crimes
against the Public Administration, mafiatype associations and false accounting);
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Anti-corruption legislation in force in Italy
constituted by Law No. 190 of 6 November
2012 (on the prevention and repressionof corruption and illegality in the Public
Administration);
Law No. 146 of March 16, 2006
(ratifying and executing the United
Nations Convention and Protocols against
Transnational Organized Crime, adopted
by the General Assembly on November 15,
2000 and May 31, 2001);
Law No. 69 of May 27, 2015 (on crimes
against Public Administration, mafia-type
associations and false accounting);
Law Decree no. 50 of 19 April 2016
(Public Procurement Code);―

All the other anti-corruption laws in force
in the countries where the Prada Group
operates.

— Audit and Risk Committee: body with thetask of verifying the existence of an effective
whistleblowing reporting system, guaranteeing
the confidentiality of reports, the protection ofWhistleblower and Reported Party, as well as anindependent investigation process.

— Business Associate: any Relevant Third Party(who is not a member of Prada’s Personnel) who
is required to perform acts in the name or on
behalf of one or more Group companies. By
way of example, Intermediaries can be Business
Associates, as specified at section 6.2 below.

— Code of Ethics: Code of Ethics of the PradaGroup.

Law no. 179 of 30 November 2017
(on the protection of whistleblowers whoreport crimes or misconduct);
Law no. 3 of 9 January 2019
(to combat crimes against the Public
Administration);
French Law no. 1691 of 9 December 2016
(so-called Sapin II Law);
UK Bribery Act of 2010 and the relevant
Guidances issued by the British Ministry ofJustice;
US Foreign Corrupt Practices Act (FCPA)
of 1977 and following amendments andadditions;
Prevention of bribery ordinance (chapter 201
of laws of the special administrative regionof Hong Kong) issued in 1971;
Guidances, international best practices andinternational standards (ISO 37001:2016) on
corruption prevention and fight;
All the other anti-corruption laws adopted by
the many countries that have adhered to theabove-mentioned international conventions;

ANTI-CORRUPTION POLICY— Corruption: a conduct whereby anybody who,

activing directly or indirectly on behalf or in theinterest of Group Companies, offers, promises,
receives or provides undue rewards and/or
compensation, directly or indirectly (thus throughthird parties), for personal benefit or for the
benefit of Group Companies or third parties.

For the purposes of this Policy, there is nodifference between “corruption of a Public
Official or a Person Performing Public Services”
and “corruption of a private party”.
Again, for the purposes of this Policy, thedefinitions of corruption adopted byTransparency International (“the abuse of
entrusted power for private gain”) and the WorldBank (“offering, giving, receiving or soliciting,directly or indirectly, anything of value toinfluence improperly the actions another party”)
are also cited as generally recognised references.

— Counterparty: the other party in the M&Atransaction (e.g. the entity that sells / buy its
equity stake in a company to / from a PradaGroup Company), the target of the abovementioned transaction (e.g., a company in whicha Group Company acquires an equity stake), andany joint venture partners (before Prada or one of
its Subsidiaires forms a new joint venture and in4the event that a new partner joins an existing joint
venture).

— Ethics Committee: collegial body responsible

for managing whistleblowing reports. The Ethics
Committee suggests to the Board of Directors any
improvements to the process and promotes therequired information and training actions aimed
at the company population.

— Family members: spouse/partner, relative or

relative-in-law up to the second degree of in-law
kinship.

— Intermediaries: are the natural persons andlegal persons who are holders of intermediation
relationships with the relevant Group Company.

— Law Decree 231/01: Italian Law Decree no. 231

of 8 June 2001 concerning the “Provisions of
the administrative responsibility of legal entities,
companies and associations, including those
without legal personality, pursuant to art. 11of law no. 300 of 29 September 2000” andfollowing amendments and additions.

—legislative, administrative or judicial public
function, regardless of whether the office is heldby appointment, election or succession.

— Recipients: the Prada Group Personnel

worldwide and all those who act in the name
and/or on behalf and/or in the interest of the
Prada Group and who engage in business andprofessional relations with it.

— Relevant Third Parties (also Relevant Third

Party): subjects with which Prada Group has
relations that present the risk of being involvedin corrupt conducts or of being instrumental tothe implementation, facilitation or concealmentof corrupt conducts, by way of example but notlimited to, Counterparties, business and financial
partners, professionals, consultants, businesspromoters, collaborators in various capacities
and suppliers.

— Reported party: any person the reported facts
refers or may refer to.

— Subsidiaries: Companies directly or indirectly
controlled by Prada S.p.A.

Management and Control Bodies: theSupervisory Body, the Board of Statutory
Auditors and Audit and Risk Committee of any
Group Company (if applicable).

— Whistleblower: any person (within or outside

the Prada Group) who submits a Whistleblowing
Report.

— Policy: the Anti-corruption Policy adopted by

Prada and its Subsidiaries pursuant to section 3
herein.

— Prada: PRADA S.p.A.
— Prada Group or Group (also Group Companies):
Prada and its Subsidiaries.

— Prada Group Personnel: the employees of Prada
S.p.A. and the Group Companies (executives,
middle managers, white collars, blue collars).

— Person Performing Public Services: a person

performing a public service in any capacity
whatsoever, including for a national orinternational agency, as defined in the single
national legislation the public service refers to.

— 5. General conduct
principles
In accordance with national and international
legislation and in compliance with the provisions of
the Code of Ethics, the Prada Group does not tolerate
Corruption in any way (i.e., in favor not only of Public
Officials or Persons Performing Public Services, butalso of persons acting on behalf of companies or
private entities). Therefore, the offer, promise andgiving, as well as the solicitation, acceptance andreceipt of corrupt payments and/or benefits by the
Prada Group Personnel and anyone acting in the nameof or on behalf of the Prada Group are prohibited.

— Public Official: a person that performs a
ANTI-CORRUPTION POLICY5

In particular, in relation to the Group’s current or
potential business and for any of its areas of interest,
the Recipients of the Policy must not:— offer, promise, give, pay, authorize a third party

to give or pay, directly or indirectly, undue
benefits, economic advantages of any value orother monetary or non-monetary compensation
to a third party (a Public Official, or a Person
Performing Public Services or a private party)
as an incentive or reward to act or refrain fromacting in relation to one’s duties, regardless of
where the payoff is made or offered and theplace where the third party or the Recipient
operates;— request or accept, or authorize a third party torequest or accept, directly or indirectly, undue
benefits, economic advantages of any value orother compensation, including non-monetarycompensation, by a third party (a private party
or a Public Official or a Person Performing
Public Services) as an incentive or reward to act
or refrain from acting in relation to one’s own
duties, regardless of where the payoff is madeor offered and the place where the third party or
the Recipient operates.

Moreover, the conduct indicated at section 7 below is
prohibited.
All such conducts are prohibited even if carried out
indirectly through any person acting in the name ofor on behalf of the Group or through a Relevant Third
Party; likewise, the offering, promising or giving of an
economic advantage or other benefit in favor of Family
members or persons designated by a Public Official
or Person Performing Public Services, or by persons
acting on behalf of private companies or entities orin any event of a Relevant Third Party are prohibited(“indirect corruption”).
Any breach of the rules set forth in this Policy, in
addition to entailing a personal liability for the authorof the violation under the applicable laws of therelevant country, also constitutes a breach of the Codeof Ethics and may expose Prada and its Subsidiaries tothe risk of sanctions, as well as to serious reputational
damage.

ANTI-CORRUPTION POLICY

In keeping with the “zero tolerance” approach,the Prada Group will not admit any exception to
the provisions and prohibitions of this Policy. The
conviction of acting for the benefit of the Group can in
no way justify the adoption of a conduct contrary to theaforementioned principles.
Actual or even suspected breaches of this Policy or of
the Anti-corruption Rules and Regulations must bereported immediately, in accordance with section 11
below.
The Prada Group guarantees that no employee will bepunished, dismissed, terminated, demoted, suspended,transferred, harassed, threatened or discriminatedagainst in any way (I) for refusing to adopt illegal
conduct, even though such refusal resulted in negative
consequences for the Group’s business; and (II) for
submitting a whistleblowing report.
In order to comply with this Policy, the Group shalladopt and comply with the following general criteria:
Segregation of duties: the party performing an
operational activity must be different from the party
that controls such activity (and/or the party that
authorizes it), as operational activities and control
functions need to be adequately separated.
Signatory powers: signatory powers must be
adequately formalized and clearly defined and be
attributed in close connection with the corporate
signature requirements associated with the specificorganizational and management responsibilities of
the attorney. Signatory powers must be exercisedin accordance with the limits set in terms of value
and scope, the instructions received and company
procedures, as well as applicable laws. The company
functions that – within the scope of their duties andresponsibilities – have prepared the signed document
and/or submitted the document to be signed by theattorney shall be responsible for ensuring that the
document is compliant with the law and this Policy,
as well as with any other applicable regulatory orprocedural provision. The procedure followed toprepare and submit the document for the attorney’s
signature must be adequately traced and the relevant
documents adequately stored.
Impartiality and absence of conflicts of interest:
the Recipients of this Policy must operate with6

professionalism, transparency, impartiality and inaccordance with Anti-corruption Rules and Regulations
and must report promptly any situation whichmight give rise to a conflict of interest. Disclosuresof any potential conflicts of interest must be sentin accordance with the applicable guidelines andprocedures.

funds or resources that are either personalor made available by a third party external
to the Group;―

Traceability and storage: all activities performed andthe related checks carried out must be traceable andverifiable a posteriori; the documentation produced
must be filed tidely and remain easily retrievable.
Know your partner: each corporate function that is
a process owner (so called “process owner”) must
implement, within the scope of their duties andresponsibilities, proper procedures (in accordancewith reasonableness and proportionality criteria withrespect to the relationship to be established) aimedat: (I) checking the reliability, reputation and adequacyof any third party with whom the Prada Group is
considering the establishment of a professional andbusiness relationship, if necessary carrying out an Anticorruption Due Diligence in accordance with section 8
below, (II) laying down specific contractual provisions
that require third parties to comply with the principles
contained in the Code of Ethics, in this Policy and in
the procedures and protocols implemented to comply
with Anti-corruption Rules and Regulations, and (III)checking the effectiveness of the services performedby third parties in accordance with the agreements
entered into with Group Companies and determining
the reasons for the payments as well as the fairness of
the amounts to be disbursed.
As a general criterion, for the purposes of applicationof this Policy, the following must be consideredprohibited (as are the types of conduct referred to in
the Policy, specifically in section 7):— any other conduct, even though it is not

expressly prohibited by this Policy, has the same
purpose as one or more prohibited conducts
referred to in the Policy;— any approach intended to circumvent or avoid
the prohibitions referred to in this Policy
including, but not limited to:―a given conduct referred to in the Policy isprohibited also in the event that a party uses

ANTI-CORRUPTION POLICY―

the provision of monetary or nonmonetary benefits referred to in the
Policy is prohibited also in the event thatthe beneficiary is not the person directly
involved in the company activities – a Public
Official, supplier, partner, etc. – but a Family
member, a nominee, an intermediary, acreditor, a debtor, etc.;
the prohibition to make or accept gifts otherthan small value gifts applies also to the
Recipient with regard to the offer/receipt
to/from the same party of a large numberof small value gifts over a reasonably long
period of time for the purposes of the Policy.

Transparency and traceability of processes: every
activity carried out and the relevant controls performed
must be verifiable, documented, reconstructible overtime, consistent with the Prada Group business. The
correct storage of data and relevant information mustbe guaranteed, by means of computerised and/or
paper supports.
Respect for process roles and responsibilities: inorder for single activities to be carried out based on therelevant scope of competence and in compliance withthe delegated powers granted, it is necessary to define
suitable organizational tools as well as clearly andformally identify the responsibilities entrusted to thePrada Group Personnel in the operational managementof activities, of internal authorisation powers andpowers of representation towards third parties.
Confidentiality: without prejudice to compliancewith the principle of transparency and the disclosure
requirements imposed by the laws in force, all thePrada Group Personnel and those who, directly or
indirectly, permanently or temporarily, have relations
with the Prada Group shall ensure the confidentialityof information, documents and data belonging to theGroup which, as such, cannot be used, communicatedand disseminated without specific authorization.
Transparency and cooperation in relations with publicauthorities: the Prada Group Companies actively andfully cooperate with public authorities. Relationships

7

with Public Officials and/or Persons Performing PublicServices of any nature must be transparent, consistent
with this Policy and must only be entertained by the
corporate functions formally authorised to do so.

— 6. Conduct principles
in relationships with
Relevant Third Parties
and Business Associates
6.1. Relevant Third Parties
Each Group Company shall guarantee that the Policy
will also be made known to its Relevant Third Parties.
In order to prevent a Group Company from being held
liable for corrupt activities committed by Relevant
Third Parties, the latter are required to comply with therules of the Code of Ethics and this Policy.
As a general rule, Relevant Third Parties must refrainfrom engaging in any conduct that could be qualified
as corrupt conduct with respect to any person, whether
public or private, including corrupt conduct towards
the Prada Group Personnel.
The process for selecting Relevant Third Parties andentering into and performing the relevant agreements– with particular reference to the verification of
ethical requirements, the selection and award of therelevant agreement, the management of post-award
relationships, standard contractual protection clauses(including those providing for compliance with thisPolicy and with applicable Anti-corruption Rules andRegulations), verifications concerning the performanceof the agreement, payment of fees and keeping of
the relevant documentation – must be carried out inaccordance with this Policy as well as with the Group’s
internal regulations.
Furthermore, for the purposes of managing a
relationship with a Relevant Third Party and assessing
the nature and extent of the associated Corruption risk,
the Group shall ensure that the specific Anti-corruption
Due Diligence activities regulated by section 8 below
are carried out.
When a Relevant Third Party can be qualified as a
Business Associate, the additional rules and principles

ANTI-CORRUPTION POLICYof conduct set forth at section 6.2 below and in theinternal regulations shall apply.
If there is any doubt as to whether a Relevant Third
Party can be qualified as a Business Associate, therelevant Anti-corruption Officer should be contacted
without delay for advice.

6.2. Business Associate
Those Relevant Third Parties who, due to the specificnature of the activity entrusted to them, are required
to perform acts in the name of or on behalf of a PradaGroup Company are qualified as Business Associates.
In particular, suppliers of goods or services orcontractors are not, as a rule, Business Associates,
but may qualify as such when they are required, inthe context of their contractual relationship with theGroup, to carry out activities involving relations with
Public Officials or Persons Performing Public Services
or contractual relations with private counterparties
in the name of or on behalf of a Group Company (forexample, a contractor who is also entrusted with thetask of dealing with public authorisation procedures
on behalf of such a company, or a supplier who has amandate to negotiate with third parties for the supply
of goods and services on behalf of or in the interestof a Group Company, as in the case of a “generalcontractor”).
For these reasons, intermediaries and agents normallyqualify as Business Associates. Partners may also
qualify as Business Associates when in the context of
their relationship with the Group they are required
to perform acts in the name of or on behalf of therelevant Group Company.
In order to avoid that a Prada Group Company may
be held liable for corrupt activities committed by its
Business Associates in their own interest – especially
if remunerated with commissions, fees or other formsof remuneration based on the results obtained to thebenefit of the Group – the latter are required to comply
with the rules of the Code of Ethics and this Policy.
In the selection of Business Associates and in the
management of relations with them, the Prada Group
Personnel shall comply with the provisions of this Policy
and the internal regulations, adopting a particular levelof attention and caution, also in relation to the typeof activity involved in the service (e.g., if the Business8

Associate interacts with Public Officials) and the riskof Corruption of the country in which the Business
Associate operates.
Furthermore, for the purposes of managing a
relationship with a Business Associate and assessing
the nature and extent of the Corruption risk associatedwith it, the Group ensures that the specific Anticorruption Due Diligence activities regulated by section
8 below are carried out.
Relevant Third Parties and Business Associates are
required to sign a declaration stating that the Policy has
been made available to them and they undertake tocomply with it and to ensure that their successors andassigns comply with it.

— 7. Conduct principles
in key sensitive areas
With regard to the types of activities of the PradaGroup, and as a result of the risk assessment referred
to in section 10.2 below, the following areas can be
identified as most sensitive to the risk of Corruption:

In relation to the current or potential Group businessand otherwise in relation to all areas of interest of theGroup, Recipients must comply with the Code of Ethics,
the procedures and the protocols established to abide
by Anti-corruption Rules and Regulations, as well as thefollowing conduct principles.

7.1. Dealings with Public Authorities(in all their ramifications)
The Group’s dealings with the representatives of Public
Authorities (P.A.), in all their ramifications, must be
strictly compliant with Anti-corruption Rules andRegulations and cannot in any way affect the Group’s
integrity and reputation.
Only authorized Group officers and functions may
enter into commitments and manage dealings with P.A.
representatives and/or other public entities.
In such dealings, the Group shall not seek to improperly
influence the decisions or actions of the institution
concerned, nor shall it use the mediation of a third
party, real or purported.
Any corporate lobbying initiatives, including via third
parties, must:— Dealings with Public Authorities (in all their―— Gifts, hospitality and entertainment expenses;―

ramifications);— Facilitation & Extortion payments;— Dealings with political organizations and tradeunions;―— Consulting, specialist and professional
engagements;— Award of works and/or the supply of goods andservices;— Acquisitions of shareholdings in othercompanies and joint ventures (M&A);— Selection, recruitment and management of the
Prada Group Personnel;— Donations, non-profit initiatives andsponsorships.

ANTI-CORRUPTION POLICY―

be based on criteria of legality, fairness andtransparency;
comply with the company’s strategic
guidelines and be clearly linked to the
pursuit of its business objectives;
be conducted without giving rise to any
suspicion of corruption, conflict of interest
or other irregularity, in compliance withapplicable laws and the principles set out in
the Code of Ethics and this Policy;
be adequately traced and traceable ex post.

In line with the above-mentioned transparency
principle:―

in dealings with representatives of Public
Authorities, transparent and lawful channelsof accreditation must be used, as well as
forms of communication that enable9identify the organizational structure and theinterests it represents;

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the corporate interest represented in an
ongoing decision-making process mustalso be supported by submitting proposals,
suggestions, studies, researches andanalyses that highlight the importance andimpact of the decision;
the information used must be transferred
only after its completeness and reliability
have been checked by the relevant
corporate functions;the persons in charge of managing relations
with Public Authorities are defined inadvance on the basis of the company’s
structure of delegated powers and thecontent of the legal requirements;
the persons in charge of managing
relations with Public Authorities shalladopt specific measures to monitor
deadlines and requirements for obtaining
authorisations, licences, concessions, etc. incompliance with applicable laws, defining
all the deadlines and the progress of thepreliminary investigation, in order to plansufficiently in advance the preparation ofdata and documents;
the persons in charge of managing relations
with Public Authorities shall monitor thefulfilment of the requirements necessary
to maintain authorisations, licences,
concessions, etc., also by means of periodic
checks at the sites, promptly implementing
any corrective actions;the correctness of the documentation to beprovided to Public Authorities is verified bya person with appropriate powers before
submission and is signed, if necessary, by anauthorised person;at least two authorised persons of the Group
Company must attend meetings with Public
Authorities;
it is always necessary to keep track of
relevant meetings (including remote

ANTI-CORRUPTION POLICY

meetings) held, indicating (at least) the
following elements: I) date and place ofthe meeting; II) representative of Public
Authorities met and position held by him/
her; III) authorised persons present at themeeting; IV) subject of the meeting. Withreference to inspections, if a report is
not delivered at the end of the inspection,
the authorised person must draft anote containing the following significant
information: I) date and place of the visit;
II) Public Administration official met andposition held; III) authorised persons
attending the visit; IV) purpose of theinspection visit; and V) outcome of the visit.
Regarding dealings with the Management and Control
Bodies, the Group undertakes to abide strictly by therules set by these authorities to ensure compliance in
its areas of competence. The Prada Group Personnel
shall comply with any request by these Bodies during
their inspections, by cooperating in the relevant
activities.

7.2. Gifts, Hospitality andEntertainment Expenses
Gifts, presents and other entertainment expenses
are permitted as a common practice of professionaland business courtesy, subject to the prohibition of
offering or accepting sums of money. To that end, gifts
and any other benefit or non-monetary compensationthat the Recipients offer to, or accept from, public or
private parties must be: (a) appropriate, reasonable
and in good faith, (b) such as not to (I) compromise
the integrity and reputation of any of the parties in
the relationship or (II) create the impression, in thebeneficiary or in an impartial third party, that they
are intended to obtain, maintain or compensate
for undue advantages or to exercise undue or
illegal influence over the beneficiary’s activities ordecisions, (c) registered, thereby ensuring that therelevant beneficiaries may be traced back ex post,
and otherwise not offered or accepted secretly, (d)compliant with Anti-corruption Rules and Regulations
and procedures and corporate protocols.

7.3. Facilitation ed Extortion Payments
The Group expressly prohibits, in Italy and abroad, allso-called facilitation payments, that is any type of
payment or payoff given directly or indirectly to Public
10Officials or to Persons Performing Public Services or to
private parties, whether natural persons or economic
entities, Italian or foreign, for the purpose of expediting,facilitating or simply ensuring the performance of aroutine activity or an activity that is in any event lawful
and legitimate within the scope of the duties of such
persons.
In certain situations, Prada Group Personnel may beforced to pay money to public or private third parties,
by means of violence or serious and imminent threats
to their physical safety and personal security(so-called extortion payments). Such payments, which
are permitted only for the purpose of avoiding personal
injury, must be:―――promptly identified and properly
documented. In particular, the PradaGroup Personnel involved shall send bye-mail to their direct supervisor, to the
Ethics Committee (see section 8.3) and to
the Anti-corruption Officer of the relevantGroup Company a report on the incident,
indicating the date, the place, the amount
paid, the beneficiary and a description of
the objective circumstances of violence or
serious and imminent threat in which thepayment was made. The Anti-corruption
Officer shall liaise with the relevant legal
department to decide on any action to
be taken, including a possible internal
investigation into the incident;
duly recorded into the accounts;
where appropriate or where required by thelaw, reported to the competent authorities.

7.4. Dealings with Political Organizations
and Trade Unions
The Group shall not provide contributions of any kind,directly or indirectly, to political parties, movements,
committees or political and trade union organizations,or to their representatives or candidates, either in Italy
or abroad, without prejudice to what is established andpermitted by applicable laws.

7.5. Award of works and/or supply of
goods and services(including consultancies)
The selection of suppliers by the Group must betransparent, traceable, public and based on freecompetition, non-discrimination, equal treatment
and rotation criteria and on verifiable data related tothe competitiveness and quality of the products andservices required.
The procedure for selecting a consultant must
respect the criteria of professionalism, transparency,
impartiality, cost-effectiveness and efficacy.
Specific due diligence relating to Corruption risk must
be carried out with the aim of identifying any evidenceof unethical or suspicious conduct by the potential
supplier in compliance with the provisions of section 8
below.
Company procedures implement the above criteria,
regulating in detail the relevant processes.

7.6. Acquisition of shareholdings in othercompanies and joint ventures (M&A)
The Group’s M&A initiatives must provide (under the
responsibility of the corporate function “process
owner”, with the support of the competent legal
function and of the other structures concerned)
for adequate and reasonable verification of thecounterparties, with particular regard to their identity,
reputation and reliability, any pending proceedings
or convictions for Corruption offences (or for otheroffences that may affect professional morality) against
the counterparty itself or its relevant persons (e.g.,shareholders, directors, senior management, etc.),
through the performance of an appropriate Anticorruption Due Diligence in compliance with section 8
below.

7.7. Selection, Recruitment andManagement of the Prada Group
Personnel
The selection, recruitment and management of the
Prada Group Personnel shall be based on the principles
of fairness and impartiality.
The Prada Group shall recruit employees whose
qualifications meet its staffing requirements, making

ANTI-CORRUPTION POLICY

11

choices – as with the management and careerdevelopment of current employees – solely on the basisof professionalism and competence and rejecting any
kind of favouritism.
Moreover, already at the time of selection, candidates
must declare, in compliance with the applicablelegislation, the possible existence of situations andcircumstances that the Group considers relevant forthe purposes of assessing the possible continuationof the selection process (e.g., family relations withmembers of the Public Administration, incompatibility,
conflicts of interest, etc.).
The Human Resources Department of each Group
Company is responsible for ensuring that its own
selection and recruitment processes, and its
management of current employees, comply withthe aforementioned principles and criteria without
exception, including in the case of candidates
recommended by Recipients.

7.8. Donations, Non-profit initiatives andSponsorships
Donations, non-profit initiatives and sponsorships
shall be undertaken at the company’s discretion, in
accordance with common business practices.
The above-mentioned activities must be carried out
by Group Companies in accordance with applicable
authorization procedures and processes.
In any case, among the aspects to be consideredwhen choosing proposals to join, the Group Company
concerned must pay attention to any possible personaland corporate conflicts of interest.
In accordance with criteria of reasonableness andproportionality with respect to the size of Group’s
expected outlay, the corporate function “process
owner” must determine in advance the nature andimportance of the initiative, the identity and reputationof the final beneficiaries of the sponsorship or thecontribution (promoters, organizers, etc.). In addition,
the actual implementation of the initiative itself and, inparticular, its consistency with the program proposedto the Group Company concerned must be verified.
Recipients of donations, non-profit initiatives andsponsorships must undergo the Anti-corruption Due
Diligence referred to in section 8 below.
ANTI-CORRUPTION POLICY

In addition, donations, non-profit initiatives andsponsorships must be formalised through specificagreements, signed in accordance with the system ofdelegated powers in force, and must include, inter alia,
the beneficiary’s commitment to comply with the Codeof Ethics, the Organizational, Management and Control
Models provided for by Law Decree 231/01 (limited to
Italian companies), the Policy and the Anti-corruption
Rules and Regulations in force, and the possibility ofterminating the agreement in the event of their breach.
Group Companies must ensure that payments are
made exclusively as indicated in the agreement,
exclusively in favour of the contractual counterparty
and subject to verification of the correct performanceof the service, on accounts in the counterparty’s
name and never on encrypted accounts or in cash
or in a third country other than the one in which
the beneficiary has its headquarters or carries out
its activities. The amount paid in accordance withthe sponsorship agreement must be recorded in theGroup Companies’ books and records in a correct andtransparent manner.
Any donation, non-profit initiative and/or sponsorshipthat may affect the independence of judgement of thebeneficiary or induce him/her to ensure any advantage
to a Group Company is in any case forbidden.

— 8. Anti-corruption
Due Diligence
In specific cases, Group Companies carry out an
Anti-corruption Due Diligence in order to get sufficient
information to assess the level of Corruption risk
related to (I) specific categories of transactions,projects or activities, (II) planned or existing
relationships with specific categories of Relevant Third
Parties / Business Associates, or (III) specific categories
of Prada Group Personnel.
This assessment is carried out through theperformance of checks (such as, backgroundcheck, integrity check, acquisition of financial data,obtainment and review of supplier’s documents such ascode of ethics, anti-corruption policy, gifts procedure,etc.) aimed at obtaining sufficient information toascertain the level of Corruption risk.

12

The Anti-corruption Due Diligence is also useful asan additional and targeted check for the prevention
and detection of Corruption risk as well as to decide
whether to postpone, terminate or modify audited
relationships.
The Anti-corruption Due Diligence is a flexible tool. The
absence of negative information does not necessarilymean that there is no risk of Corruption, just as thepresence of negative information does not necessarilymean that there is a significant risk of Corruption orthat the activity should not be carried out. Findings
must be considered carefully, and each Group
Company must implement a rational decision-making
process based on the information and checks carriedout. The general intention is for each Group Company
to carry out adequate checks in order to form areasonable opinion about the level of Corruption risk it
faces in relation to the activity covered by the Anticorruption Due Diligence.
The Anti-corruption Due Diligence should be updated
to take due account of any changes in circumstances or
relevant new information.

— 9. Accounting records
Every Group transaction or operation must be
properly entered in the Group’s accounting system,in accordance with applicable laws and accounting
standards. Every Group transaction or operation must
be authorized, verifiable, lawful, consistent and fair.
For the accounts to be truthful, complete andtransparent, the Group shall keep adequate andcomplete supporting documents for every transactionin its records, so as to make it possible to:

―
―
―
―

enter the amounts in the books accurately;
determine at once the characteristics andthe reason for the transaction;
easily trace back the transaction;
check the decision-making, authorizationand implementation process, as well as theidentification of the various levels of
responsibility.

ANTI-CORRUPTION POLICY

Therefore, all employees are required to cooperate –based on their individual responsibilities – so that every
Group transaction is recorded in a proper and timely
manner.
Each accounting entry shall reflect exactly what isshown on the supporting documents. Therefore, it shallbe the duty of the Prada Group Personnel involved in
the relevant operation or transaction to ensure that the
supporting documents are easily retrievable, ordered
and available for the accounting team.

— 10. Policy
implementation
10.1. Anti-corruption Officers
Each Anti-corruption Officer operates with thenecessary authority defined in the appropriate
appointment notice and whose independence isguaranteed by his or her non-involvement in businessactivities exposed to Corruption risks. In line with theprovisions of the UNI ISO 37001 standard, the functionof Anti-corruption Officer must be assigned to a person
who has the appropriate skills, status, authority andindependence.
Any involvement in criminal proceedings for Corruption
or similar offences, as well as any final conviction
relating to the same offences, must be deemedsufficient grounds for inelibility for appointment.
Therefore, in order to proceed with the appointmentof the Anti-corruption Officer, the person identified
is required to self-certify that he/she does not have acriminal record and that he/she is not involved in any
pending criminal proceedings.
Without prejudice to compliance with the principles
set out above (i.e., authority and independence),
individual Group Companies, if appropriate in termsof their organizational structure, may appoint the Anticorruption Officer of another Group Company (e.g.,their parent company) as their own Anti-corruption
Officer. This must be done by means of a specificappointment notice.
For the Group Company by which he/she is appointed,
the Anti-corruption Officer shall oversee complianceto prevent Corruption and ensure that (I) the Policy isimplemented by the relevant Company, (II) specialized
assistance in Anti-corruption matters is provided to the13company’s personnel, (III) the Corruption prevention
management system is checked for compliance withthe general requirements, and (IV) Corruption risk isconstantly monitored.
In addition, the Anti-corruption Officer shall:— report regularly on his/her activities to theSupervisory Body of his/her Group Company,
interacting with it to ensure for the effective
performance their respective duties;— provide the competent Internal Audit

Department with information on the planningof the audit activities relating to the relevantGroup Company and any other necessary or
useful information;— interact with the competent Legal (andCompliance, if applicable) Department
for updates on regulatory and case law
developments in the areas of interest;—

promote the adoption and update, whennecessary, of internal anti-corruption
rules, including the Code of Ethics and theOrganizational, Management and Control
Models provided for by Law Decree 231/01
for the Group Companies adopting them;— provide consultancy to Recipients withrespect to any doubt or query relating to theenforcement of the Policy and internal anticorruption rules;— periodically receive from the competent

corporate functions, and in coordination withthe other Management and Control Bodies,
specific information flows on any activities
identified as being at risk of Corruption (suchas, for example, with regard to purchase/
consultancy agreements entered into during theperiod).

Prada’s Anti-Corruption Officer ensures theadjustment, updating and improvement of the Policy
and plays a role in directing and coordinating the AntiCorruption Officers appointed by the Subsidiaries. He/
she also plays a role in directing and coordinating theAnti-Corruption Officers appointed by Subsidiaries.

ANTI-CORRUPTION POLICY

10.2. Corruption risk assessment
Group Companies shall carry out, including for the
purpose of designing their own system for managing
Corruption prevention, a periodic assessment ofCorruption risk (hereinafter also referred to as “Risk
Assessment”) designed to:— identifying the reasonably foreseeable

Corruption risks to which the organization is
exposed;— analyzing and assessing, on the basis of definedand formalized criteria, the risks identified;— assessing the suitability and effectivenessof existing controls to mitigate applicable
Corruption risks;— planning, where appropriate, the necessary
actions to strengthen the internal control
system.

Risk Assessment activities must be coordinated by
the Anti-corruption Officer, who shall liaise with thecompetent Legal functions and the Supervisory Body)
and make use of external specialist consultants, where
necessary or appropriate.

10.3. Prada Group Personnel training
The Group promotes awareness of the Policy, the Codeof Ethics and the Anti-corruption Rules and Regulations
by all the Prada Group Personnel. To this end, thePolicy shall be disseminated to all the Prada Group
Personnel and made available on the company intranet.
Each Group Company, liaising with the Anti-corruption
Officer, shall plan and manage training activities
in this area, with the purpose of ensuring that therespective employees and associates (where applicable)
understand, in relation to the position held:

―
―
―
―

the Corruption risks to which they and theirorganization are exposed;
the Policy;
the relevant aspects, related to theirrole within the Group, of the Corruption
prevention management system;
the pre-emptive actions to be undertaken
and the reports to be submitted in relation
to the risk or the suspicion of illegal
14

practices.
Participation in training activities is mandatory.
The Human Resources Department of individual Group
Companies shall ensure that the planned training path
is followed by all the Prada Group Personnel.
The Anti-corruption Officer must be informed of the
training activities planned and actually delivered.

10.4. Support and Assistance
The Prada Group encourages the Prada Group
Personnel to promptly raise any doubts. The PradaGroup Personnel who are not sure of the correctness ofthe conduct to be adopted shall first ask for assistanceto the Anti-corruption Officer of the Group Company
to which they belong, using the dedicated mailbox
anticorruzione@pradagroup.com, or by means ofhardcopy correspondence, always addressed to theAnti-corruption Officer.

— 11. Whistleblowing
reports
The process for managing whistleblowing reports
is carried out by the Ethics Committee. The breach,or suspected breach, of Anti-corruption Rules andRegulations or this Policy must be reported immediately
through one of the following alternate channels:— a computer platform, accessible to all

Whistleblowers (employees, third parties, etc.)
on the website and, where appropriate, on theintranet of each Group Company (e.g., Pradawebsite: https://www.pradagroup.com/en/
group/corporate-governance.html ). The
platform – released by a specialist third party
independent from the Prada Group – enables
users to submit reports through a guided online
procedure, without having to register or provide
any personal details;— via a dedicated e-mail address(e.g., whistleblowing@pradagroup.com;
indicated on the website of each Group
Company and in the “Whistleblowing
Management Procedure” adopted by the Group;

ANTI-CORRUPTION POLICY— via ordinary mail, to the address indicated on
the website of each Group Company and in
the adopted “Whistleblowing Management
Procedure”: PRADA S.p.A. Via Antonio
Fogazzaro 28, 20135 Milan(k.a. Internal Audit Director).

Although anonymous reports are accepted, named
reports are preferrable in order to facilitate swift andeffective investigation, as well as for the possible needfor an appropriate dialogue with the Whistleblower.
The Ethics Committee shall define the necessarycommunication flows within the organization and/orwith Management and Control Bodies.
As part of these flows, the Ethics Committee shallinform, in accordance with the scope of their
responsibilities, the Supervisory Body and the Anticorruption Officer of the relevant Group Company
about the report received, as well as about theoutcome of preliminary checks and any subsequent
investigations carried out, also with a view to ascertain
any additional grounds for further investigation.
Moreover, the Ethics Committee shall send the periodic
report prepared for the Supervisory Bodies to the Anticorruption Officer for information purposes.
Group Companies shall guarantee confidentiality
regarding the existence and content of the report, as
well as on the identity of Whistleblowers (if disclosed)
and Reported Parties. Furthermore, Whistleblower’s
protection is guaranteed in compliance with law
provisions.
In particular, the Prada Group shall support any
Whistleblower in compliance with the provisionsof this section or takes part in an investigation ofa suspected violation and is not involved in suchconduct. Any member of the Prada Group Personnel
who reports a potential violation or has, in good faithor based on a reasonable belief, a doubt in relation tocompliance with the Code of Ethics, the Organizational,
Management and Control Model provided for by Law
Decree 231/01, this Policy and/or the Anti-corruption
Rules and Regulations is acting fairly and must not fearor suffer retaliation.
Prada Group Personnel shall not be punished,dismissed, terminated, demoted, suspended,transferred, harassed, threatened or discriminated15

against in any way for making reports in good faith oron the basis of a reasonable belief.
For further information on the whistleblowing process,reference should be made to the relevant procedures
adopted by Group Companies.

— 12. Breach of the
Policy12.1. Disciplinary sanctions
Breaches of the Policy by the Prada Group Personnel
will result in the adoption, by the relevant Group
Company, of disciplinary measures. The Group will
also fully cooperate with competent authorities. Everyviolation shall be pursued with the application ofadequate and proportionate disciplinary measures,considering also the criminal nature of the related
conduct.

12.2. Contractual remedies
Breaches of the principles and provisions set out in the
Policy by third parties may result, based on specificconsiderations of the relevant Group Company, in the
failure to execute, or in the termination of, contractual
arrangements.

— 13. Ongoing
monitoring andimprovement

the relevant Group Company and to the Supervisory
Body, if falling within its competence.
Prada’s Anti-corruption Officer shall monitor the
adoption of the Policy by the Group Companies andshall review the Policy regularly to ensure its full
effectiveness. Moreover, he/she shall propose to theBoard of Directors to update the Policy if gaps or issues
are identified.
The Supervisory Body and the Internal Audit
Department of Prada may also recommend
improvements to the Policy on the basis ofany emerging best practices. Non-binding
recommendations may also be made by the Anticorruption Officer of Subsidiaries.
In the event of breaches, the competent company
functions will consider whether any revisions oramendments to the internal rules and regulations
might help prevent recurrence of the breach. Similarly,
Prada’s Anti-corruption Officer shall consider any
revisions and amendments to the Policy.
The Anti-corruption Officer of each Group Company
shall prepare a periodic report (at least once a year)
on monitoring activities, to be submitted to theManagement and Control Bodies.
Every Group Company shall guarantee that its own
system for the management of Corruption risk
meets the general requirements and is committed to
improving such system on an ongoing basis.

The Internal Audit Department, based on the approved
audit plan, shall review and assess the internal control
system, to ensure that the provisions of the Policy
are applied. Moreover, in the event of any act ofCorruption or breach of the Anti-corruption Policy or
the Anti-corruption Rules and Regulations, as reported,
detected or reasonably alleged, ad hoc internal
investigations shall be carried out when necessary or
appropriate. These activities may be carried out by thecompetent Internal Audit function, or entrusted, withspecific mandates, to parties outside the organization
who have the necessary expertise and professional
requirements.
The status and outcome of any investigations carriedout shall be reported to the Anti-corruption Officer of
ANTI-CORRUPTION POLICY

16