Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

WHISTLEBLOWING MANAGEMENT POLICYOTB Group – Whistleblowing Management Policy
Approved by: BoD of OTB S.p.A.

Version: 1

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

Contents

Part I - GENERAL PRINCIPLES ...............................................................................................4
1.

Purpose .........................................................................................................................42.

Scope of Application ..................................................................................................4

3.

General Principles .....................................................................................................44.

Definitions ................................................................................................................... 5

Part II – REPORTING PROCESS ..............................................................................................95.

Roles and Responsibilities .......................................................................................96.

Reporting ................................................................................................................... 10

7.

Whistleblower ........................................................................................................... 12

8. Whistleblowing Channels ...................................................................................... 12
9.

Whistleblowing Management ............................................................................... 14a.

Receipt of Reports ..................................................................................................... 15b.

Evaluation of the admissibility of the report ........................................................... 15c.

Investigation ............................................................................................................. 16d.

Closure of the case .................................................................................................... 17

10. Prohibition of Retaliation ...................................................................................... 18
PART III – FINAL PROVISIONS ............................................................................................ 21
11. Confidentiality .......................................................................................................... 21
12. Measures of support and measures for the protection of Persons
Concerned .................................................................... Error! Bookmark not defined.
13. Continuous Improvement Process ......................................................................22
14. Record Keeping and traceability ..........................................................................22
15. Training and Communication ...............................................................................22
16. Disciplinary Measures ............................................................................................23
17. Rules and Regulations and Privacy .....................................................................23

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB GroupPart I - GENERAL PRINCIPLES
1. PurposeOTB SpA (hereinafter also referred to as "OTB" or "the Company") and its subsidiaries(hereinafter also referred to as the “OTB Group” or the “Group”) are committed to supporting
their own values, to adhere to the ethical standards outlined in the Group's Ethical Code andto demonstrate their commitment to comply with and be in accordance with prevailingregulations. In order to pursue these principles, OTB has implemented a comprehensive
system for the reporting and consistent management of potential/suspected violations(Whistleblowing Reports), defined as Whistleblowing Management System.
The purpose of the Whistleblowing Management Policy (hereinafter also referred to as“Policy”) is to outline the procedures for managing Whistleblowing Reports, including thephases related to the reception, analysis, and resolution of such reports. This proceduredefines the subject of the reports, the parties authorized to make the reports and theorganizational structure, the roles and responsibilities that the Whistleblowers and the Group
must comply with during the reporting and management process.
The Policy has been written in compliance with the Italian Whistleblowing Law, EU Directive
2019/1937 and all applicable Whistleblowing Laws, in the countries where the Group operates.
With reference to the Group's Italian Companies, the Policy is to be understood as fullyreferred to in the Organizational Management Models for the purposes of Italian Legislative
Decree 231/01 and also includes the procedures for reporting potential Violations of theGroup's Code of Ethics.

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

3. General Principles
The persons involved in the activities regulated by this procedure must operate in compliancewith the regulatory, organizational and power system based on the following principles:
Confidentiality
The identity of the Whistleblower, as well as that of the person reported and any other parties
involved, as well as the content of the report and the related documents, must not be revealed
to people not directly involved in the management of the report, unless prior consent has beenobtained from such parties. Disclosure may only be allowed if strictly necessary for theWhistleblowing Management
Policy18.03.2024
Scope of application: OTB Groupmanagement of the report and must be limited to the authorized personnel responsible for the
management of the report, as described in this procedure. In these cases, the Whistleblower
must be promptly informed and provide his/her express consent.
Confidentiality and anonymity are also respected through the adoption of a dedicatedwhistleblowing tool that guarantees encryption systems.
Transparency
The activities regulated by this procedure must ensure transparency in the performance of
their duties and provide complete and truthful information.
Autonomy, Impartiality, Independence and Professionalism
Whistleblowing Reports must be managed in a way that ensures respect for the principles ofautonomy, impartiality, independence and professionalism.
Truthfulness and Validity
The reports must concern information that the Whistleblower reasonably believes to be true.
Prohibition of Retaliation to protect Whistleblowers and Other Parties Involved
Retaliation is strictly forbidden when the Whistleblower submits a report in good faith and on
the basis of well-founded reasons. This principle is governed by Article n. 19 of the EU
Whistleblowing Directive and by all other applicable Whistleblowing Laws, which not only
regulate but prevent any form of Retaliation against those who report potential violations. The
primary objective of these provisions is to protect all individuals involved in the report fromany form of unfair or harmful treatment.
The prohibition of Retaliation is valid when the Whistleblower has submitted theWhistleblowing Report based on well-founded reasons.

4. DefinitionsOTB Group

OTB SpA and all directly and indirectly controlled Companies.

Facilitator

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

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

Primary Whistleblowing Whistleblowing Manager who assumes the role of Internal
Channel Manager.
Manager
Deputy Whistleblowing Whistleblowing Manager who assumes the role of Internal
Channel Manager in case of conflict of interest with the PrimaryManager
Whistleblowing Manager.
OTB Group Internal Audit The Internal Audit function of the OTB Group that acts as thePrimary Whistleblowing Manager, as further detailed inparagraph “5. Roles and Responsibilities” of this procedure.
Supervisory Body

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

President of theSupervisory Body

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

Local Legal Offices

Specialized legal division within the Company of the OTBGroup, where it does not exist, carried out by the FinanceFunction, which deals with specific legal issues of a particulargeographic region or operational area. For details, see theparagraph "5. Roles and Responsibilities” of this procedure.

OTB Group Legal Office

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

Person Concerned

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

Retaliation

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

Whistleblower

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

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

Whistleblowing Report

ItalianLaw

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

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

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

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

SpanishLaw

Whistleblowing Ley 2/2023, de 20 de febrero, reguladora de la protección de laspersonas que informen sobre infracciones normativas y delucha contra la corrupción.

EnglishLaw

Whistleblowing s.43K of the Employment Rights Act 1996.

German Whistleblowing Whistleblower Protection Act (Hinweisgeberschutzgesetz).
Law
Dutch
Law

Whistleblowing Dutch Whistleblowing Protection Act.

Other
Laws

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

Third Parties-

Self-employed and temporary workers, collaborators,
freelancers, consultants;-

people whose employment relationship has yet to begin
and who have acquired information about violations
during the hiring process;-former employees or partners of OTB or its subsidiaries
who became aware of violations during theiremployment relationship with the Company.

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

Violations under the EU
Whistleblowing Directive

Behaviors, acts or omissions that harm the company andmay consist of:-illegal activities that fall within the scope of applicationof European Union or national acts;-

violations that harm the financial interests of theEuropean Union;-

violations concerning the internal market, as referred toin Article 26(2) TFEU including violations of EU
regulations on competition and state aid;-

acts or behaviors that frustrate the purpose or objectiveof the provisions of the Union's acts in the sectors
indicated in the previous points;-

violations of local regulations on corporate
responsibility, for example, in Italy under Legislative
Decree n. 231/2001.

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

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB GroupPart II – REPORTING PROCESS
5. Roles and Responsibilities
Primary and Deputy Whistleblowing Manager
The Whistleblowing Manager assumes the role of Internal Channel Manager under the EU
Whistleblowing Directive.
The Whistleblowing Manager is responsible for the following activities:a) issuing the Whistleblower the receipt of the report within seven days from the date ofreceipt;b) maintaining interactions with the Whistleblower and, if necessary, asking foradditional information;c) diligently following up on the received reports;d) providing feedback on the report within 3 months from the receipt notice or, if nonotice has been sent, within 3 months from the expiration of the seven-day period fromthe report;e) providing clear information on the channel, procedures and methods for making
internal reports, as well as on the channel, procedures and methods for making
external reports.
In particular, the Whistleblowing Manager, in carrying out his or her functions, deals with:- monitoring the whistleblowing process, ensuring periodic updates on its status andthat of the reporting channels, where appropriate;- diligently following up on the received reports, coordinating all the actors involved in
the whistleblowing management process;- evaluating the admissibility of the report, also with the support of external consultants,
for reports under the EU Whistleblowing Directive and all other applicable
Whistleblowing Laws, and for the Italian Companies, with the support of theSupervisory Body for reports under Italian Legislative Decree n. 231/2001, in order toverify that it does not have a manifest unfoundedness or a generic content;- initiating the internal investigation, in case of admissible reports, with the support ofmanagers of other internal functions and/or external consultants, identifying the
subjects in charge of conducting the investigations, assessing the correctness andreliability of the reported facts;- providing feedback to the Whistleblower as provided by EU Whistleblowing Directive
and all other applicable Whistleblowing Laws.
Below are the details of the individuals designated as Whistleblowing Manager for thedifferent types of OTB Group companies.
5.1 OTB S.p.A. and Italian Subsidiaries of the OTB GroupThe OTB Group Internal Audit function (Primary Whistleblowing Manager) and the OTBGroup Legal Office (Deputy Whistleblowing Manager) assume the role of Whistleblowing
Manager (Internal Channel Manager) for the Italian subsidiaries of the Group. If the report isWhistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

relevant for the purposes of Italian Legislative Decree n. 231/2001, the Whistleblowing
Manager notifies the President of the Supervisory Body of the company concerned by thereport, so that he can assist the Whistleblowing Manager in carrying out the necessary
investigations.
In case of a conflict of interest, i.e. if the report concerns the Primary Whistleblowing Manager
or one of his/her collaborators, the function responsible for managing the Internal Channel isrepresented by the other Whistleblowing Manager not in conflict (Deputy Whistleblowing
Manager).
5.2 European Companies of the OTB GroupThe OTB Group Internal Audit function (Primary Whistleblowing Manager) and the Local
Legal Office of the company concerned by the report (Deputy Whistleblowing Manager)
assume the role of Whistleblowing Manager (Internal Channel Manager) for the European
companies of the Group.
In case of a conflict of interest, i.e. if the report concerns the Primary Whistleblowing Manager
or one of his/her collaborators, the function responsible for managing the Internal Channel,
along with the other Whistleblowing Manager not in conflict, is represented by the OTB Group
Legal Office (Deputy Whistleblowing Manager).
5.3 Non-European Companies of the OTB Group (USA, APAC, JP and KOREA)The OTB Group Internal Audit function (Primary Whistleblowing Manager) and the Local
Legal Office of the company concerned by the report (Deputy Whistleblowing Manager)
assume the role of Whistleblowing Manager (Internal Channel Manager) for the companies
located in Regions outside the European Union.
In the event of a conflict of interest, i.e. if the report concerns the Primary Whistleblowing
Manager or one of his/her collaborators, the function responsible for managing the Internal
Channel, together with the other Whistleblowing Manager not in conflict, is represented by
the Human Resources (HR Regional Officer) manager of the interested Region (Deputy
Whistleblowing Manager), with consequent reporting to the Chief People & Organization
Officer of the OTB Group.

6. Reporting
The following violations canWhistleblowing Directive:bereported inaccordance

with

the

EU

1) significant illegal conduct pursuant to Italian Legislative Decree 8 June 2001, n. 231,
or violations of the Organizational, Management and Control Model adopted by thecompany in compliance with the aforementioned legislation, which do not fall under
numbers 3), 4), 5) and 6) or in the case of violations of foreign laws concerning theadministrative liability of entities or the prevention of offenses, as well as violationsof OTB's Organizational Model or Code of Ethics and/or internal norms/procedures,
codes of conduct, and organizational models adopted by other companies within the
OTB Group;Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group2) offences that fall within the scope of the acts of the European Union or national acts
or of the national acts that constitute implementation of the acts of the European
Union indicated in the annex to EU Whistleblowing Directive, relating to thefollowing sectors: public procurement; services, products and financial markets andprevention of money laundering and terrorist financing; product safety andcompliance; transport safety; environmental protection; radioprotection and nuclear
safety; food and feed safety and animal health and welfare; public health; consumer
protection; privacy protection and personal data protection and network andinformation systems security;
3) acts or omissions that harm the financial interests of the Union referred to in Article
325 of the Treaty on the Functioning of the European Union specified in the relevant
derived law of the European Union; consider, by way of example, the case where acompany of the OTB Group commits tax fraud in order to evade taxes;4) acts or omissions concerning the internal market, referred to in Article 26, paragraph
2, of the Treaty on the Functioning of the European Union, including violations ofEuropean Union rules on competition and state aid, as well as violations concerning
the internal market related to acts that violate the rules on corporate tax ormechanisms whose purpose is to obtain a tax advantage that undermines the object
or purpose of the applicable legislation on corporate tax;5) acts or behaviors that undermine the object or purpose of the provisions of the actsof the Union in the sectors indicated in numbers 2), 3) and 4);6) violations of the Group's Ethical Code; in such cases, vision of the aforementioned
document is recommended in order to understand in detail the areas of possible
reports and their respective modalities.
For all violations not explicitly mentioned here, reference should be made to the local
regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch
Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish
Whistleblowing Law and all other laws governing the protection of individuals making reportsof violations of current laws in the countries where the OTB Group Companies are based).
The information related to violations must concern behaviors, acts or omissions that the
Whistleblower has become aware of in the course of his/her work activity.
Not included among the violations that must be reported through the established channels
are:-complaints, disputes or requests related to a personal interest of the Whistleblower,such as matters exclusively concerning their personal employment relationship withcolleagues;-

information clearly lacking foundation;-

information that is already available and in the public domain;-

information obtained based on speculations or unreliable gossip (e.g. "rumors");

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group-violations already regulated by other European Union or National Acts;-

violations in matters of national security and contracts related to defense or national
security, unless these aspects fall within the relevant derived law of the European
Union.

To be admissible, the report must not only meet the aforementioned objective requirements,
but must also be as precise and detailed as possible.
In particular, it must be clear:-

the circumstances of time and place where the reported fact occurred;-

the description of the fact;-

the generalities or other elements that allow identifying the subject to whom thereported fact can be attributed.

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

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

all collaborators of the OTB Group, as well as temporary workers or those performing
occasional services, volunteers and interns;-

staff with representative, administrative or managerial functions, or who exercise themanagement and control of business activities;-

subordinate workers, autonomous workers, outsourced workers, collaborators,
freelancers, suppliers of goods and services, consultants;-

individuals whose employment relationship with the Company or the Group has yet tobegin and who have become aware of information on violations during the hiring
process;-

former collaborators or partners of the OTB Group who have become aware ofviolations during their previous employment relationship with the Company/Group.

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

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

written form;

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group-in oral form, by recording an audio note. The platform allows the Whistleblower's
voice to be disguised in case they wish to remain anonymous.

In both cases, the channel is suitable to ensure the confidentiality of the sources and of theinformation obtained, as well as to guarantee the anonymity of the report.
Table 1- Links to the whistleblowing management platform
Company
Tool access link
OTB SpA, BVX Srl, OTB Foundation

https://OTB.integrityline.com

Diesel SpA, Diesel Italia Srl

https://Diesel.integrityline.com

Marni Group Srl

https://Marni.integrityline.com

Jil Sander SpA

https://Jil-Sander.integrityline.com

Margiela SAS Italian branchhttps://Margiela.integrityline.com

Staff International SpA, Props Vigevano Srl
Frassineti Srl

https://STAFF
INTERNATIONAL.integrityline.com

Brave KID Srl

https://Brave Kid.integrityline.com

With reference to the Group's foreign companies, please refer to the reporting channel
provided in the Group’s Ethical Code available on the web site of OTB.
The Whistleblower may choose to submit the report either anonymously or by voluntarily
providing his/her personal data. If the Whistleblower decides to proceed with the report in ananonymous form, in order to ensure his/her anonymity, the Whistleblower must remember
the ID code of the report generated by the system at the time of submission and the password,
as the platform does not record the login. In case of loss of credentials, it will not be possible
to recover the report's flow. In such case, it will be up to the Whistleblower to regularly accessthe platform to view updates related to his/her report. The Whistleblowing Manager may need
to obtain information about the identity of the Whistleblower to conduct appropriate
investigations, in which case he/she can ask the Whistleblower to provide his/her data. If the
Whistleblower decides to remain anonymous, the report will not be followed up and will not
be considered by the Whistleblowing Manager. This decision will be communicated to theWhistleblower through a closure notice of the report.
With regard to reports related to violations involving OTB Group, the Whistleblower may also
submit his/her report through External Reporting Channels established by Public Authorities
designated by the respective Member States of the European Union. Access to External
Reporting Channels is, however, allowed only for the Relevant Violations and under theconditions provided by the Italian Whistleblowing Law, French Whistleblowing Law, Dutch
Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish
Whistleblowing Law and Other Whistleblowing Laws, as described below:

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Groupthe internal channel is not active or does not guarantee the confidentiality of
the Whistleblower;
o the report made through the internal channel has not been followed up by the
Whistleblowing Manager within the prescribed terms or has not beenadequately addressed;o the Whistleblower has reasonable grounds to believe that the report madethrough the internal channel will not be effectively followed up or will pose arisk of Retaliation;o the Whistleblower has reasonable grounds to believe that the violation may
constitute an imminent or manifest danger to the public interest (e.g., healthand safety or environmental danger).
Public disclosure (through the press or electronic media or otherwise by means accessible tothe public that can reach a large number of people) may only be used in the following cases:o the Whistleblower has already made an internal or external report that has notbeen followed up within the prescribed period;o the Whistleblower has reasonable grounds to believe that the violation may
constitute an imminent or manifest danger to the public interest;o the Whistleblower has reasonable grounds to believe that, in the event of an
external report, there is a risk of retaliation or that the report may not beeffectively followed up due to specific circumstances, such as those where
evidence can be concealed or destroyed, or where the people who received thereport may be colluding with the author of the violation or involved in theviolation.
oWhen the above-mentioned reporting channels are used, the Whistleblowers have theopportunity to avail themselves of the support of a designated person who assists them during
the process, who assumes the role of Facilitator. In particular, the Whistleblowers have theautonomy to appoint a Facilitator, who can be chosen from internal and/or external
individuals to the company, as deemed useful by the Whistleblower. By way of example, but
not exhaustively, the role of Facilitator can be assigned to the Whistleblowing Manager, thedirect supervisor, the Human Resources manager, a colleague, a third party, or any otherinternal or external individual to the company.
For all channels not explicitly mentioned here, reference should be made to the local
regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch
Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish
Whistleblowing Law and all other laws governing the protection of individuals making reportsof violations of current laws in the countries where the OTB Group Companies are based).

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

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Groupa. Receipt of Reports
This activity is carried out and coordinated by the Whistleblowing Manager, who must
communicate to the Whistleblower, within 7 days from receipt, the successful receipt of thereport.
This information is accessible by the Whistleblower via an automatic notification email - sent
through the digital reporting platform- which is sent at every update of the report status. The
Whistleblower can access through the direct link to the digital platform received with thenotification email to the report and check its progress status. This procedure is applicable if
the Whistleblower voluntarily provides his/her personal data. If the Whistleblower decides toproceed with the report in an anonymous form it will be up to the Whistleblower to regularlyaccess the platform to view updates related to his/her report. In this last case, theWhistleblower can independently access the platform at any time, by entering the ID code of
the report generated by the system at the time of sending the report and the chosen password,in order to monitor the progress of the report and interact with the Whistleblowing Manager
to provide further details/information. It is specified that, in case of loss of the report ID code,
it will not be possible to recover it and it will be necessary to open a new report. Therefore, it
is recommended to memorize and carefully keep this code.
If the report is received from a subject external to the identified and authorized reporting
channels, who will be identified as Facilitator, the same must transmit it within 7 days to thecompetent subject through the reporting channels indicated in this document, giving
simultaneous communication to the Whistleblower.
b. Evaluation of the admissibility of the report
This task is carried out by the Whistleblowing Manager, also in collaboration, where deemed
appropriate, with external consultants, for reports falling within the EU Whistleblowing
Directive and the other applicable Whistleblowing Laws and with the involvement of theSupervisory Body of the company concerned by the report for the reports falling within the
Italian Legislative Decree n. 231/2001.
This phase aims to:
1. verify that the report has been submitted in accordance with the provisions of thisdocument;
2. evaluate the content of the report to verify whether the requirements are met to fall
into one of the cases governed by this document (violations under the EU
Whistleblowing Directive and the other applicable Whistleblowing Laws, the Italian
Legislative Decree n. 231/2001, etc.);
3. establish a dialogue with the Whistleblower and, where deemed necessary, request
additional information or clarifications.
Therefore, the Whistleblowing Manager, with the support of the Supervisory Body in the caseof significant reports under the Italian Legislative Decree n. 231/2001, evaluates theadmissibility of the report based on its alignment with the guidelines indicated in thisdocument, subsequently informing the Whistleblower. The Whistleblower can stay informed
through automatic notifications sent by email from the digital whistleblowing platform, which
provides updates on the status of the report. By accessing the link provided in the automatic
response email, the Whistleblower can check the current status of the report. If the
Whistleblower decides to proceed with the report in an anonymous form it will be up to theWhistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

Whistleblower to regularly access the platform to view updates related to his/her report. In
this case, the Whistleblower can access the platform independently and at any time, entering
the ID code of the report generated by the system at the time of sending the report and thechosen password, in order to monitor the progress of the report and interact with theWhistleblowing Manager to provide additional details/information.
Following the verification of the suitability of the report, the Whistleblowing Manager
identifies the subjects who must participate in the subsequent investigative phase andprovides them with essential information to initiate the investigation process.
In this regard, it is specified that:--in the event that the report concerns a violation of Italian Legislative Decree n.
231/2001, the report will be managed by the Supervisory Body of the company affectedby the report with the support of the OTB Group Internal Audit function (Primary
Whistleblowing Manager) or the OTB Group Legal Office function (Deputy
Whistleblowing Manager) in case of conflict of interest;
if the report concerns a violation under the EU Whistleblowing Directive and otherapplicable Whistleblowing Laws, the report will be managed by the Whistleblowing
Manager (who can be identified as a different person depending on the region where
the company is located, as reported in paragraph 5 of this document), in line with theprovisions referred to in the paragraphs "Investigation" and Closure of the case” in thisdocument.

c. Investigation
This phase is carried out and coordinated by various subjects, depending on the nature of thereport:- in the case of reports that could concern a case governed by Italian Legislative Decreen. 231/2001, supervision of the investigation is entrusted to the Supervisory Body ofthe company affected by the report, while the Whistleblowing Manager has the task ofactivating the investigative process and ensuring compliance with the expected times;- for reports potentially falling within the scope of the EU Whistleblowing Directive andthe other applicable Whistleblowing Laws, the Whistleblowing Manager, as identifiedin paragraph 5 "Roles and Responsibilities", supervises the investigation. It is up to theWhistleblowing Manager to start the investigation procedure and ensure its timely
conclusion, involving and coordinating any collaborators and consultants for the
conduct of the activity.
The subject responsible for the investigative phase is obliged to ensure the execution of
inspection activities. In this phase, following the consent obtained from the Whistleblower1, it
1 It is specified that the OTB Group for the purposes of managing the report, may need to make use of theoperational and technical support of previously identified external functions and/or consultants in order tocarry out specialized investigations about its report. It may then also be necessary to communicate to the third
party company the name of the reporter and/or additional information from which the identity of that person
could be inferred. In addition, under the EU Whistleblowing Directive and the other applicable Whistleblowing
Laws, the consent of the whistleblower is required for the disclosure of the identity of the whistleblower, andof any other information from which such identity may be inferred, directly or indirectly, to persons other thanWhistleblowing Management
Policy18.03.2024
Scope of application: OTB Groupis possible to rely on the operational and technical support of functions and/or external
consultants previously identified.
The investigative process is aimed at conducting targeted investigations to identify, verify andevaluate all potential elements that may confirm the validity of the reported facts. This
investigative phase must remain impartial towards the involved functions, the Whistleblower
and the person subject of the report, and must be conducted without bias. In addition, theperson subject of the report must have the opportunity to respond and receive assistance.
This phase must respect, among others, by way of example and not exhaustive, the following
principles:-define and document clearly and completely the objective and scope;-ensure the security and confidentiality of the contents and documentation, as well asof the people involved;-

handle personal data in compliance with data protection regulations (as indicated inparagraph 3 "General Principles" of this document);-

maintain clear and unambiguous communication;-

provide periodic updates to the Whistleblower about the progress of the report;-

in addition, the involvement of Human Resources in the investigation phase is crucial
to ensure the implementation of protection measures for both the Whistleblower andthe reported subject, and to evaluate the implications from an employment law
perspective.

d. Closure of the caseThis phase is carried out and coordinated by the Whistleblowing Manager, with the supportof the Supervisory Body in cases relevant under Italian Legislative Decree n. 231/2001, basedon the subject of the report and the managers of the internal functions of the company and/or
external consultants involved in the previous phases.
The closure phase determines the conclusion of the process.
A case is closed when no further actions are deemed necessary and it is not necessary to carryout further investigations.
In this phase, the following actions should be taken into consideration:- conclusion of the reporting process and communication of its outcome;- actions in response to any reports (for example, disciplinary actions);- communication to the personnel responsible for the support and protection of the
Whistleblower and to the other parties involved;- identification of possible ongoing protection measures;- collection of suggestions from the Whistleblower and the other parties involved;- archiving of all documents collected in the previous phases.

those competent, according to the law, to receive or follow up on the reports. Failure to give consent will notaffect the group's handling of the report, but in that case the effectiveness of investigative activity may belessened.

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB GroupIf, during the evaluation phase, the violation is confirmed, the manager of the involved
function, involved in the report, may be tasked with formulating an action plan for the areasand processes involved in the report.
Furthermore, the Whistleblowing Manager, with the assistance of the functions and/or
consultants involved in the investigation, will proceed to:-formalize the necessary measures for the resolution of the violation;-

identify the subject responsible for ensuring the correct implementation andmonitoring of such measures;-

receive continuous updates on the effectiveness of the monitoring measures;-

involve the competent functions for the determination of disciplinary actions, if
necessary;-

involve the competent authorities, if deemed necessary.

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

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

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

10.

Prohibition of Retaliation

The Whistleblower is protected from any Retaliation, direct or indirect, against him/her andfrom any form of discrimination for reasons directly or indirectly related to the report. The
Retaliation can consist of any form of harmful behavior, such as, for example:a) dismissal, suspension or equivalent measures;

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Groupb) demotion or failure to promote;c) change of functions, change of workplace, salary reduction or change of working hours;d) suspension of training or any restriction on access to it;e) negative merit notes or negative references;f) adoption of disciplinary measures or other sanction, even monetary;g) coercion, intimidation, harassment or ostracism;h) discrimination or otherwise unfavorable treatment;i) failure to convert a fixed-term employment contract into a permanent employment contract,
where the worker had a legitimate expectation of such conversion;l) non-renewal or early termination of a fixed-term employment contract;m) damages, even to the reputation of the person, in particular on social media, or economic
or financial prejudices, including the loss of economic opportunities and loss of income;n) placement on improper lists based on a formal or informal sectoral or industrial agreement,
which may result in the person's inability to find employment in the sector or industry in the
future;o) early termination or cancellation of the contract for the supply of goods or services;p) cancellation of a license or permit;q) request for psychiatric or medical examinations.
It is specified that, under the EU Whistleblowing Directive and the other applicable
Whistleblowing Laws, the protections and protective measures provided for the
Whistleblower also apply to:(a) facilitators;b) persons in the same work environment as the Whistleblower, the person who has made acomplaint to the judicial or accounting authorities, or the person who has made a public
disclosure and who are related to them by a stable affective or kinship link within the fourth
degree;(c) to co-workers of the Whistleblower or the person who has made a complaint to the judicial
or accounting authority or made a public disclosure, who work in the same work environment
as the Whistleblower and who have a usual and current relationship with the said person;(d) to entities owned by the Whistleblower or the person who made a complaint to the judicial
or accounting authority or made a public disclosure, or for which the same persons work, aswell as entities working in the same work environment as the Whistleblower.

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB GroupFor anything not explicitly mentioned here, reference should be made to the local regulations(i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law,
English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law andall other laws governing the protection of individuals making reports of violations of current
laws in the countries where the OTB Group Companies are based).

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB GroupPART III – FINAL PROVISIONS
11. Confidentiality
The identity of the Whistleblower and any information that could directly or indirectly reveal
his/her identity will not be disclosed to persons other than those in charge of receiving andmanaging the reports, expressly authorized to process such data, without prior notice andconsent obtained from the Whistleblower.
In particular, regarding the disclosure of the identity of the Whistleblower the following
confidentiality measures are provided for:-within the criminal proceeding, the identity of the Whistleblower is covered by secrecy,in the ways and within the limits provided for by the applicable code of criminal
procedure;-

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

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

With regard to the specific provisions on the disclosure of the Whistleblower's identity, pleaserefer to local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch
Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish
Whistleblowing Law and all other laws governing the protection of individuals making reportsof violations of current laws in the countries where the OTB Group Companies are based).
Confidentiality is also guaranteed:-when the report is made following procedures different from those established by thisprocedure or is submitted to subjects other than those designated for the managementof the reports;-

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

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

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

12.

Continuous Improvement Process

In addition to the above, the responsibility to formulate recommendations regarding thenecessary corrective measures to adopt in the sectors and business processes affected by thereports is entrusted to the OTB Group. However, each local subsidiary is required to monitor
the corrective actions implemented deemed necessary and to continually improve them, withsupervision and corresponding reporting to the Group on ongoing improvements. In fact,
these measures will be developed and implemented with the assistance of the interested
company.

13.

Record Keeping and traceability

All reports must be handled in compliance with the General Data Protection Regulation.
All documents relating to Whistleblowing Report must be kept for the strictly necessary time
to manage it. Unless otherwise indicated by local regulations or, if more restrictive, by internal
agreements, the obligation to retain documentation related to the report expires after 5 years
from when the outcome of the whistleblowing process was communicated to theWhistleblower.
At the expiration, all documents must be deleted.

14.

Training and Communication

The OTB Group, in accordance with the values and principles of conduct set out in the Group's
Ethical Code, undertakes to prepare appropriate measures to raise awareness among staff andthird parties about the reporting system, its procedure, the stages of the process and theprerequisites to be met.
The training of staff and collaborators is carried out to all staff following the approval of suchprocedure and the implementation of the computer system for making reports. The training
will be renewed at the time of hiring and periodically, at each significant regulatory change,
based on roles and involvement in the whistleblowing process.
This internal training must be focused on the following aspects:-

the worker's contribution to the effectiveness of the reporting process;-how to recognize violations;-

how to report a suspected violation and to whom;-

how and to whom to ask questions about the reporting process;-how to contribute to prevent, avoid and protect oneself from harmful behaviors;-

protective measures for those who use the whistleblowing system;-

the impact of failing to report a violation and its potential consequences;-

explain the consequences of behaviors not in accordance with the whistleblowing
procedure, such as, for example, knowingly false reports or harmful behaviors, which
can justify the adoption of disciplinary measures.

Furthermore, all staff must understand that:-the whistleblowing procedure does not replace managers' assumption of responsibility
for their own work environment;

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group-the whistleblowing management system does not replace national legal obligations toreport to competent authorities, where appropriate.

Furthermore, to enable Third Parties to be aware of this procedure, a special notice is provided
on the website.
The information regarding the channels, procedures and methods for internal or externalreports, or for public disclosure, must be clearly shared with all individuals entitled to make areport.
The above information will be displayed and made clearly visible and accessible in workplaces
and on the OTB website and its subsidiaries in a dedicated section.

15.

Disciplinary Measures

In accordance with the applicable employment law, including collective labour contracts, aswell as, for OTB Group companies that have adopted a Model 231, the sanction systemprovided therein, OTB reserves the right to initiate disciplinary actions if the Whistleblower isdeemed criminally responsible, also, but not only, through a first instance judgement, forhaving presented false accusations or defamatory reports. This is particularly true in cases
where the same crimes are committed in conjunction with the presentation of complaints tojudicial or accounting authorities, or for civil liability resulting from the same crimes in caseof malice or serious fault.
Furthermore, individuals who find themselves in the aforementioned situations do not havethe right to the protections guaranteed by the same legislation.
Finally, if, as a result of the investigation and assessment process, the reported violation is
ascertained, OTB reserves the right to initiate disciplinary action against the person reported
or otherwise found responsible for the violation, in accordance with the provisions of theapplicable labor law, including collective labour contracts, as well as, for OTB Group
companies that have adopted a Model 231, the sanction system provided therein.
With regard to other specific provisions on the application of disciplinary measures, pleaserefer to local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch
Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish
Whistleblowing Law and all other laws governing the protection of individuals making reportsof violations of current laws in the countries where the OTB Group Companies are based).

16.

Rules and Regulations and Privacy

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

EU Directive n. 1937/2019 regarding the protection of persons reporting breaches ofUnion law and related national transpositions;-

Italian Legislative Decree. n. 24/2023 "Implementation of the directive (EU)2019/1937 of the European Parliament and of the Council, of 23 October 2019,
regarding the protection of persons reporting breaches of Union law and containing
provisions regarding the protection of persons reporting breaches of national
regulatory provisions”;-

Loi n° 2022-401 du 21 mars 2022 visant à améliorer la protection des lanceurs d’alerte;Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group-Ley 2/2023, de 20 de febrero, reguladora de la protección de las personas que informen
sobre infracciones normativas y de lucha contra la corrupción;-

the English s.43K of the Employment Rights Act 1996;-

the German Whistleblower Protection Act (Hinweisgeberschutzgesetz);-the Dutch Whistleblowing Protection Act;-all other laws governing the protection of individuals making reports of violations ofcurrent laws in the countries where the OTB Group Companies are based;-other Italian laws related to the Organizational, Management and Control Model(pursuant to Italian Legislative Decree n. 231/2001 "Administrative responsibility oflegal persons");-

ISO 37002 International "Whistleblowing management systems";-

EU Regulation n. 679/2016 "General Data Protection Regulation - GDPR" and nationaltranspositions.

All personal data that are not useful for the management of a specific report should not becollected. If collected incidentally, such data must be deleted without delay.
The processing of personal data will be managed in compliance with EU Regulation 2016/679(GDPR), as well as all other applicable laws and regulations.
When the report is not anonymous, the personal data of the Whistleblower will be processed
together with that of the interested party/parties and/or any third parties, as well as all further
information collected during the investigation, in order to evaluate and verify the validity of
the report.2
The Data Controller will be each company of the OTB Group to which the Whistleblower
and/or the Person Concerned belongs, while the controlling company will act as dataprocessor.
If the exercise of the rights granted by Section III of the GDPR could cause actual and tangible
harm to the confidentiality of the Whistleblower’s identity and could compromise the ability
to effectively verify the validity of the report, or to gather the necessary evidence, it may bepossible to limit or delay such exercise, in accordance with applicable legal provisions. In nocase can the interested party or third parties exercise the right of access to obtain information
about the identity of the Whistleblower.
The OTB Group reserves the right to evaluate, on a case-by-case basis, the circumstances andspecific conditions that make it appropriate to duly inform the interested party about the

2 It is specified that the OTB Group for the purposes of managing the report, may need to make use of theoperational and technical support of previously identified external functions and/or consultants in order tocarry out specialized investigations about its report. It may then also be necessary to communicate to the third
party company the name of the reporter and/or additional information from which the identity of that person
could be inferred. In addition, under the EU Whistleblowing Directive and the other applicable Whistleblowing
Laws, the consent of the whistleblower is required for the disclosure of the identity of the whistleblower, andof any other information from which such identity may be inferred, directly or indirectly, to persons other thanthose competent, according to the law, to receive or follow up on the reports. Failure to give consent will notaffect the group's handling of the report, but in that case the effectiveness of investigative activity may belessened.

Whistleblowing Management
Policy18.03.2024
Scope of application: OTB Group

conclusion of the verification procedure, in order to prevent abuses and ensure the protectionof the rights of the interested party.