OTB Group Code of Ethics

Company:OTB Group

Approval date:

18/03/2024

Release:

4.0

OTB Group Code of Ethics

Content

Letter from the Chairman .................................................................................................................................... - 2 1.

Introduction ................................................................................................................................................. - 3 -2.

Recipients and structure of the Code of Ethics ............................................................................................ - 4 -3.

General principles ........................................................................................................................................ - 4 -3.1.

Integrity and consistency ......................................................................................................................... - 5 -3.2.

Legality and honesty................................................................................................................................ - 5 -3.3.

Protection and respect for the individual ................................................................................................. - 5 -3.4.

Respect for human rights ......................................................................................................................... - 6 -3.5.

Protection of the environment ................................................................................................................. - 6 -4.

Standards of conduct ................................................................................................................................... - 6 -4.1.

Stakeholders of the OTB Group .............................................................................................................. - 6 -4.2.

Co-workers .............................................................................................................................................. - 7 -4.3.

Partners and shareholders ...................................................................................................................... - 11 -4.4.

Customers .............................................................................................................................................. - 12 -4.5.

Suppliers of goods and services............................................................................................................. - 12 -4.6.

Public Administration ............................................................................................................................ - 13 -4.7.

Local communities and mass media ...................................................................................................... - 15 -4.8.

Ethics in business .................................................................................................................................. - 16 -5.

Standards of implementation and monitoring of the Code of Ethics ......................................................... - 21 -5.1.

Entry into force and amendments .......................................................................................................... - 22 --1-

OTB Group Code of Ethics

Letter from the Chairman
I grew up with the values that my parents taught me and I have based my life and my behaviour towards others,
my colleagues and my company on these values.
Today it is of vital importance to codify the ethical approach that distinguishes us, because each of us (andeach of our companies) has a social role and all have a responsibility of representing examples of behaviour forour colleagues, our suppliers, our customers, and society - locally, nationally and internationally.
It is with great pleasure that I present our Code of Ethics, which should be read, understood, assimilated andfollowed by everyone who works for OTB S.p.A. and for each of the Group companies; it will become an integral
part of our DNA, for a better quality of life for all.
All the best.
Renzo Rosso
ChairmanOTB S.p.A.

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OTB Group Code of Ethics

1. Introduction
OTB is the group that owns some of the most iconic fashion brands in the world, such as Diesel, Maison
Margiela, Marni, Viktor & Rolf, Jil Sander and leading-edge companies such as Staff International and Brave Kid,
which specialize in the production and worldwide distribution of ready-to-wear and children's clothing brands.
Our trademarks are known internationally as unconventional consumer brands. The mission of the OTB Group is
to "develop or build brands dedicated to a new type of consumer, encouraging growth, challenging the rules andencouraging creativity". With passion, creativity and a pragmatic approach, OTB reveals the true essence andcharacter of its brands: innovative and iconic, unique and daring. Projecting this ambition into the future, ourbrands not only change the way consumers see themselves, but also how they see the world around them. The
Group today embodies the soul and vision of its founder and chairman, Renzo Rosso. OTB's aim is to extend theboundaries of fashion and lifestyle, offering a portfolio of brands to a new type of consumer, those who challenge
traditional perceptions and prefer to approach fashion in their own way. The name OTB, acronym for "Only The
Brave", also reflects the vision and values of the Group.
The Group's brands have a network of more than 600 directly and indirectly managed mono-brand storesaround the world. The production cycle for the creation of collections is quite complex and involves a wide varietyof activities: from the designers' creation of sketches which are translated by the pattern makers, to the organisationof our facilities around the world, which have to guarantee safety and compliance with international productstandards; from the management of the network of suppliers, garment makers and qualified professionals toconstant control over the entire production cycle to ensure that we produce collections of value that satisfy
customers, up to and including the definition of distribution strategies and the management of national andinternational sales channels.
The OTB Group, which consists of the parent company OTB S.p.A. and the companies under its direct orindirect control (hereinafter the "Group"), is an international reality that operates in multiple contexts, playing asignificant role in the economic, social and environmental aspects of the communities and countries in which does
business.
This Code of Ethics (hereinafter the "Code") is an official OTB Group document which explains the set ofvalues, principles and rules of conduct that the Group complies with in the conduct of its affairs, in the exercise of
its activities and in managing relationships with stakeholders, and that guide the behaviour of its employees andall those that the Group comes into contact with in the course of its business (hereinafter the "Recipients").

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OTB Group Code of Ethics

All those who work in and for the Group have to observe and ensure compliance with the principles of thisCode of Ethics as part of their duties and responsibilities. In no way does the conviction that one is acting for the
benefit or on behalf of the Group justify the adoption of behaviour in conflict with these principles.

2. Recipients and structure of the Code of Ethics
The principles and rules laid down in this Code of Ethics are addressed to the members of the Board of
Directors, the members of the various other corporate bodies, the managers and employees of all Group companies
and all of those who, in various ways, directly or indirectly, permanently or temporarily, act in the name or on
behalf of the Group (e.g. consultants, agents, temporary workers, etc.).
The OTB Group prefers to deal with people who are prepared to comply with shared ethical principles, in linewith those expressed in this Code of Ethics.
This Code of Ethics applies to all countries in which the OTB Group operates and to all aspects of the Group's
operations.
The Code of Ethics consists of:▪

General principles: these spell out the fundamental values and principles of the OTB Group's corporate
culture;▪

Standard of Conduct: these highlight the standards of conduct to be followed to comply with the Group's
values and principles and emphasise the elements of ethics to be applied in the conduct of business;▪

Standards of implementation and monitoring of the Code of Ethics: these describe the control system forcompliance with the code and its continuous improvement.

3. General principles
The OTB Group is guided by the following values:▪

the courage to look at things from different perspectives;▪

respect for the individual above all;▪

excellence with a view to continuous improvement;▪

an ongoing spirit of evolution.

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OTB Group Code of Ethics

For the purposes of this Code of Ethics, the following are the general principles of conduct on which each Recipient
has to base their conduct in performing their duties.

3.1. Integrity and consistency
The OTB Group is committed to acting in an honest, fair and transparent manner, in accordance with thecommitments that it has taken, avoiding any type of behaviour that takes unfair advantage of third parties' positionof disadvantage and acting in good faith in all activities and decisions.
The board of directors, management and all heads of corporate structures have to set an example and act as arole model for all employees, demonstrating exemplary conduct in the performance of their duties, constantly
promoting a strong sense of integrity, spirit of cooperation, trust, mutual respect, cohesion and team spirit in orderto protect and systematically improve the corporate climate, image and prestige of the OTB Group.

3.2. Legality and honesty
The OTB Group considers compliance with the laws and regulations applicable in all countries where it
operates, fairness and transparency in the conduct of business as an essential principle of its activity. In no event
will pursuit of the Group's interests justify any conduct contrary to the principles of fairness, honesty and legality.

3.3. Protection and respect for the individual
The OTB Group recognises the value of the individual and the uniqueness of each human being as afundamental element of its culture. The OTB Group respects ideas and points of view that are different from its
own. The fact that the Group's employs people from different cultures and backgrounds makes it possible tounderstand markets and customers better, to enrich skills and to achieve objectives in the best way possible. TheOTB Group respects the fundamental rights of individuals, protecting their physical and moral integrity andensuring equal opportunities for all.
The OTB Group rejects all forms of violence and discrimination, particularly those based on factors such as
gender, handicap, sexual orientation, gender identity, age, political opinions, religious beliefs, ethnic andgeographical origin, social and cultural status.
It rejects and opposes all forms of harassment and behaviour that is offensive to personal dignity in theworkplace and promotes a working environment that is safe, peaceful and conducive to interpersonal relationships
on the basis of equality, mutual respect and fairness.
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OTB Group Code of Ethics

The OTB Group recognises health and safety in the workplace as a fundamental right of employees and a key
element of the Group's sustainability.
The OTB Group is committed to ensuring that forms of discrimination, forced labor or child labor are rejected.
In particular, the OTB Group is committed to ensuring that the utmost consideration is given to the recognitionand safeguarding of dignity, freedom and equality of human beings.

3.4. Respect for human rights
The Group respects the fundamental and human rights of the individual and in all its actions is inspired by
the International Labour Standards (ILS) referred to in the fundamental conventions of the International Labour
Organization (ILO); by way of example, mention is made of respect for the right to freedom of association and theright to collective bargaining (ILO Conventions nos. 87, 98, 135, 154), freedom in the choice of employment (ILO
Conventions nos. 29 and 105 on the question of forced labour), the exclusion of all forms of child labour at
production locations (ILO Conventions nos. 138 and 182), the exclusion of all forms of discrimination, violenceor abuse in the workplace (ILO Conventions nos. 100, 111, 183), the definition of minimum standards for healthand safety at work (ILO Convention no. 155), the definition of the relationship between employer and employeeson the basis of contracts approved by the various national legal systems.

3.5. Protection of the environment
The OTB Group's commitment is aimed at planning its activities to ensure the best possible balance between
economic initiatives and environmental protection, according to the rights of present and future generations in aperspective of sustainable development of the business. In fact, with a view to continuous improvement, the Group
promotes the use of operating practices capable of reducing the environmental impact generated by theperformance of its activities.

4. Standards of conduct

4.1. Stakeholders of the OTB Group
Stakeholders are internal and external parties, individuals or groups, as well as the organisations andinstitutions that represent them, whose interests are affected directly or indirectly by the Group's activities.

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OTB Group Code of Ethics

The OTB Group has identified the following categories of stakeholders:▪

Co-workers (employees and other types of co-workers),▪

Partners and shareholders,▪

Customers,▪

Suppliers of goods and services,▪

Public Administration,▪

Local communities and mass media,▪

Environment and future generations.

Rules and standards of behaviour have been established for these stakeholders in line with the values andprinciples that the OTB Group aspires to.

4.2. Co-workers
The Group recognises the vital importance of its Human Resources, in the belief that the key to success inany business is the human, professional and creative contribution of those who work there. Team spirit,transparency and mutual respect are considered the basis of relations with everyone.
The OTB Group expects all employees to adopt a conduct that is proper, transparent and in line with theprinciples of this code in the performance of their duties, contributing to the affirmation and improvement of thecompany's reputation and the protection of the Group's value. The OTB Group also expects professionalism,
reliability, determination and commitment, sense of responsibility, dynamism and an attitude geared to continuous
improvement in the performance of each person's activities.
4.2.1. Personnel selection and development
At the stage of selection, recruitment and career advancement of co-workers, assessments are carried out
solely on the basis of expected profiles and considerations of merit that are objective, transparent and verifiable,
avoiding all forms of favouritism and discrimination. The Group is committed to providing equal opportunities in
employment and career advancement to all its employees according to their skills and performance. This meansthat identical job opportunities or possibilities for professional growth are offered to all co-workers without any
discrimination, right from their initial selection.
Practices involving public or private corruption, illegitimate favours and collusive behaviour are unacceptable
and therefore banned. The Group does not tolerate any form of favouritism of a personal and/or family nature.
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OTB Group Code of Ethics

Group employees are not allowed to exercise any kind of pressure, personally or through third parties, to influence
the regular and transparent process of staff selection and promotions laid down by the Group.
The OTB Group undertakes to offer workers the same job opportunities, guaranteeing fair regulatory andremunerative treatment exclusively based on merit and competence criteria, without any discrimination. In
particular, the OTB Group is committed to ensuring that selection, hiring, training activities as well as
remuneration and human resources management policies are guarantee without any discrimination in order tocreate a work environment in which personal characteristics or orientations cannot give rise to discrimination.
4.2.2. The employment relationshipAll employees are hired under regular employment contracts in accordance with the laws applicable in eachcountry where the Group operates. It does not tolerate any form of irregular work. The Group does not hire
foreigners who do not have a permit to stay or a permit that has been revoked or that has expired without applying
for a renewal.
When hired, each co-worker is made aware of the terms and conditions established for the position that heholds. The Group provides remuneration and conditions that are fair and reasonable; the salaries and benefits paid
to employees of the Group shall at least meet the statutory requirements of each country.
4.2.3. Personnel management
Those who join the Group are paired with more experienced people who can provide them with suitableorientation within the structure, indicate the objectives to be pursued and communicate in a clear and transparent
way the contractual terms and conditions that have been established.
In relation to the role that they play in the organisation, everyone is working towards specific functional andmanagerial objectives, which are assessed once a year by the line manager, who then prepares a merit-based
evaluation of the results achieved by the individual and by the Group.
Relations with employees are managed with a view to developing everyone's skills and capacities, according
to a policy of merit oriented towards equal opportunities. Every employee has a duty to exchange and disseminate
essential information within their work unit or project. Making knowledge available to those who need it leads tobetter results and greater efficiency and enables colleagues to develop full and faster use of their skills.
Staff training and constant refresher courses are a primary requirement of the Group.
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OTB Group Code of Ethics

The OTB Group promotes team spirit and collaboration and expects employees, at all levels, to work together
to maintain a climate of mutual respect.
4.2.4. Mobbing, bullying and sexual harassment
Mobbing, bullying and sexual harassment will not be tolerated by the Group, in whatever form they appear.
Everyone must show sensitivity and respect towards others and refrain from any behaviour that could beconsidered offensive.
Sexual harassment means unwanted conduct of a sexual nature expressed physically, verbally or non-verbally,
with the purpose or effect of violating the dignity and freedom of those who suffer it, creating an atmosphere thatis intimidating, hostile, degrading, humiliating and offensive.
Mobbing or bullying are those acts or types of behaviour that are hostile, aggressive or oppressive, performed
intentionally, repeatedly and systemically, as an ongoing form of persecution by persons in a higher or lower
position to the victim, or by other colleagues; such acts and behaviours have the purpose or effect of violating the
dignity of the individual concerned, damaging their physical or mental integrity, also by isolating them from thework environment.
4.2.5. Protection of health and safety at work
The Group guarantees its commitment to the prevention of occupational accidents and illnesses, pursuing
continuous improvement in its safety performance.
It is committed to promoting and strengthening a culture of health and safety at work, developing risk
awareness and promoting responsible behaviour. It organises training programmes and carries out preventive
measures and periodic checks to preserve the health and safety of its workers.
All employees must take the preventive measures adopted by the Group to protect their health and safety, as
communicated through specific guidelines, instructions, training and information. Employees should not expose
themselves or other workers to hazards that can cause injury or harm to themselves or others.
4.2.6. Smoking and abuse of alcohol or drugs
All employees should strive to maintain a good working environment in which there is respect for the dignityof others.
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OTB Group Code of Ethics

Employees are expressly banned from working in a state of drunkenness or under the influence of drugs,
hallucinogenic or other substances that are likely to affect proper performance of their work.
In order to create a healthy environment for workers and visitors, the Group has introduced a general ban on
smoking in the workplace.
4.2.7. Confidentiality and Privacy
All confidential information, data and knowledge acquired, processed and handled by employees during thecourse of their work must remain strictly confidential and must not be acquired, used, communicated ordisseminated, whether inside or outside the Group, except by authorised persons in accordance with company
procedures. Employees are asked to pay the utmost attention and confidentiality to protect information generated
or acquired in order to avoid any improper or unauthorised use.
By way of example and without limitation, the following shall be considered confidential information:company projects (business plans, strategic plans, industrial plans, operational plans, etc.), capital investments anddivestments, employee data, information on know-how and processes, databases regarding suppliers, customers
and employees, technological innovation, merger and acquisition plans or corporate agreements.
4.2.8. Use of company assets and time
All Group employees must use with care and respect any company assets made available to them as tools inorder to carry out their duties to the best of their abilities, especially if such assets are used for personal use as
well, even if authorised in advance.
All employees agree to comply with the laws and regulations for the protection of copyright and intellectual
property rights in each country where the Group operates. The software and databases protected by copyright andused by the staff in carrying out their duties may not be reproduced or duplicated, neither for business purposesnor for personal use. It is not permitted to install and/or use unauthorised software or databases on the Group's
computers. All workers are required to follow the Group guidelines on the use, access and security of company
software and other information technology systems, e-mail, Internet and the Group's intranet.
Working time must be used responsibly and in the interests of the Group: during working hours, employees
cannot perform other activities that are not closely connected with their office duties.

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4.3. Partners and shareholders
The primary objective of the OTB Group is the creation of sustainable value over time, rewarding
entrepreneurial risk through a careful policy that also safeguards the Group's financial solidity.
The OTB Group makes available all the information that enable partners and shareholders to make informed
and aware investment decisions, ensuring accuracy, clarity and equal access to data.
In relation to these principles, it is not allowed, of example, to:▪

engage in any conduct intended to cause damage to the integrity of corporate assets;▪

perform any fictitious or fraudulent act designed to influence the will of shareholders to obtain the irregularformation of a majority and/or a different decision from the one that would otherwise have been produced;▪

carry out corporate transactions likely to cause damage to Shareholders and creditors.
Intercompany transactions are governed by contract, based on the principles of integrity, transparency andfairness. The proceeds of intercompany transactions are justified and determined in a fair manner, considering themarket value, in order not to burden the counterparty unduly.
4.3.1. Intercompany transactions
The autonomy of each Group company is recognised, though they are required to share the values expressed in
the Code of Ethics and to work closely together to achieve the objectives, in accordance with current law andregulations.
Each Company has to avoid engaging in conduct or making decisions in its favour, which could prejudice theintegrity or image of one of the other Group companies.
Anyone who holds corporate positions within the Group has the duty, among others, to foster goodcommunication between Group companies, to encourage and use synergies and to cooperate in the interest ofcommon goals.

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4.4. Customers
The Group's primary objective is the complete satisfaction of its customers. The Group aims for creativity
and innovation, while maintaining high levels of quality and service. For the Group, it is essential that therelationship with its customers is based on the principles of fairness, honesty, professionalism and transparency.
The Group provides accurate and comprehensive information about the products and services that it offers,
so that customers can make informed decisions. It also ensures appropriate forms of dialogue and listening,undertaking always to reply to suggestions and complaints, in order to strengthen the relationship over the longrun.
The OTB Group ensures that its products meet market requirements and expectations, also in terms of the safetycharacteristics of the materials used and the chemicals used in treating fabrics, pursuing quality and continuous
improvement as part of its activities, contributing in this way to the success of the firm and the satisfaction of
stakeholders.

4.5. Suppliers of goods and services
Suppliers play a vital role in improving the overall competitiveness of the OTB Group. The Group promotes
honest, diligent, transparent and cooperative behaviour in its relations with suppliers. At the same time, it
encourages suppliers to use the same criteria, with the intention of mutually benefiting from the positive effects
that only a stable, long-term relationship based on trust is able to produce.
Group communication about the products and services requested is accurate and complete, so that suppliers
are able to prepare estimates that are informed and aware. Complaints and reports of inconsistencies in supplies
must be truthful and not used to unduly benefit the Group.
The OTB Group is committed to raising its suppliers’ sensitivity about the matters discussed in this Code of
Ethics, in order to promote awareness and respect for the rules of conduct consistent with those contained in theCode, particularly with regard to respect for the rights of human beings, workers and management ofenvironmental and social impacts that is sustainable and responsible.
Suppliers are selected and qualified in accordance with appropriate and objective criteria, on the basis of theirability to offer what the Group needs and on a preliminary evaluation of their integrity in the management of thebusiness, in accordance with the principles of impartiality, fairness and quality. The Group tries to balance theneed to achieve favourable economic conditions with the requirement not to depart from the official quality- 12 -OTB Group Code of Ethics

parameters for the supply of goods and services. The Group also communicates promptly any significant changes
in the requirements that could affect their status as a supplier, so that they can take appropriate action with a viewto continuing their relationship with the Group.
The OTB Group negotiates and sets up contracts with its suppliers in a way that is correct, complete andtransparent, trying to envisage any circumstances that could materially affect the relationship. If unexpected events
or situations take place, the Group undertakes not to exploit any weakness or lack of information on the part of thecounterparty.
The results of the monitoring of goods and services received and the overall performance of suppliers areshared with them, with a view to facilitating their gradual improvement in the common interest.
The amount to be paid to suppliers shall be exclusively proportionate to the benefits and subject to theconditions specified in the contract and payments will not be made in favour of persons other than those agreed
by the parties.
The provisions contained in the Supplier's Code of Ethics, which the counterparty may ask the Group toadhere to, will be observed if not in conflict with the Group's own Code of Ethics.

4.6. Public Administration
Public Administration means all those individuals, public or private, who perform a "public function" orprovide a "public service”. A "public function" means all those activities governed by public law relating tolegislative, administrative and judicial functions. The term "public service" means all those activities that involve
producing goods and services of general interest, subject to the supervision of a Public Authority, as well as all
those activities aimed at ensuring the rights of individuals to life, health and freedom of speech, including those
provided under concession arrangements or special conventions.
The Group cannot be represented in relations with the Public Administration by employees or third parties
when there could possibly be a conflict of interest, even only in theory.
The Group condemns any behaviour adopted by any person on its behalf or in its interest, which aims topromise or offer, directly or indirectly, money or other benefits to Public Officials and Public Service
Representatives, Italian or foreign, or their relatives and family members, which could give the Group a benefit oradvantage. Such types of behaviour will be considered acts of corruption whether carried out directly by the Group- 13 -OTB Group Code of Ethics

or when performed through persons acting for or on its behalf, for example: consultants, project workers, agents,
attorneys and third parties linked to the Group by similar or equivalent relationships.
Those delegated by the Group to follow any business negotiation, enquiry or relationship of an institutional
nature with the Italian, EU or foreign Public Administration shall not under any circumstances attempt toimproperly influence, through actions or omissions, decisions that Public Officials and Public Service
Representatives take on behalf of the Public Administration.
It is forbidden to maintain work relationships with employees of the Public Administration or to hire former
employees of the Public Administration, their relatives or family members, who participate or have participatedpersonally and actively in business negotiations or endorsed requests made by the OTB Group to the Public
Administration unless, in consideration of the specific circumstances that characterise the employment
relationship, any link between the functions performed in the Public Administration and the employment
relationship in question is considered negligible.
In cases where a Public Administration is a customer or supplier of the Group, the latter shall act in strict
compliance with the laws and regulations that govern the relationship.
The OTB Group condemns any behaviour intended to obtain any kind of grant, financing, subsidised loan orother contribution of this type from the State, the European Union or other national or foreign public entity, bymeans of declarations or documents that have been altered or falsified, or through the omission of information or,
more generally, by means of trickery or deception designed to mislead the paying entity.
4.6.1. Relations with public supervisory and judicial authorities
Relations with the judicial authorities and other institutional authorities are to be managed exclusively by the
corporate Functions that have been delegated this task.
The Group does not deny, hide or delay any information or communication that may be required by public
supervisory and/or judicial authorities in the course of any audits or inspections, and actively collaborates in any
investigations.

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4.6.2. Grants and funding
Contributions, grants or loans obtained from the State, the Regions, the European Union or any other Italianor foreign public body, even if of low value or amount, may not be used for purposes other than those for which
they were granted.
Those charged with managing financial assets, investments or loans received from the Italian or foreign Public
Administration must perform their duties according to principles of fairness and transparency, also complying withany disclosure requirements.

4.7. Local communities and mass media
The Group also includes the Only The Brave Foundation, a non-profit organization founded in 2008 with themission of helping to combat social inequality and achieving sustainable development for disadvantaged people
in poorer areas around the world. The aim of the foundation is to select and support projects that meet the criteria
of innovation and sustainability, and that have a direct and tangible impact on society.
Through the Only The Brave Foundation and as part of any defined programmes, the OTB Group iscommitted in helping social, economic and environmental development, as well as in the welfare of thecommunities in which it operates, by supporting social and cultural initiatives that promote the values andprinciples of the Group.
4.7.1. Sponsorships and grants
The OTB Group can accept requests for sponsorships for events that offer guarantees of quality and reliability,
and these activities can be carried out after defining specific agreements and checking the reputation of thebeneficiary and of the event or initiative being promoted, avoiding sponsorships given to counterparties even only
vaguely suspected of belonging to criminal organisations or being involved in money laundering.
Before accepting, the Group is in any case required to pay particular attention to possible conflicts of interest,
whether personal or corporate.
The Group can pay grants to support initiatives proposed by organisations and associations that declarethemselves to be not-for-profit and with proper by-laws and articles of association, evaluating their reliability andconsistency with the values expressed in the Code of Ethics.

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Strictly institutional forms of cooperation are also possible if they are designed to help bring about events
such as the carrying out of studies, research, conferences, seminars or similar activities.
Any grants paid to such bodies have to comply and be consistent with applicable laws and thoroughly
documented.
4.7.2. Relations with the media
Media communication plays an important role in creating and optimising the Group's image. Relations withthe media are therefore up to those who have been expressly delegated to this task and must be carried out inaccordance with Group policies and procedures.
Group external communications must be truthful, clear, transparent and consistent, avoiding any ambiguityor "spin". The Group's websites will also be developed in accordance with the Code of Ethics, pledging not topublish information that does not correspond to reality or that is defamatory.
In general, other Group employees are not allowed not provide information to media representatives nor
undertake to provide such information without permission from the relevant functions.
4.7.3. Relations with political organisations and trade unions
Relations entertained by corporate Functions with political organisations and trade unions have to be
governed by principles of transparency, independence and integrity. As a matter of principle, the Group does notmake direct or indirect contributions to political parties, committees or political organisations, nor to trade unions.
In order to protect the rights of workers, the OTB Group is also committed to promoting good relations withthe trade unions on an ongoing basis.

4.8. Ethics in business4.8.1. Conflict of interest
Recipients must ensure that every decision is made in the interest of the OTB Group. They must all avoid
situations or activities that could lead to conflicts of interest with those of the Group or that could interfere withor affect their independence of judgement and choice and hence their impartiality when making business decisions.
This is the reason for the ban on carrying out work in favour of the competition, on providing professional services
without the written consent of the Group to third parties as an employee, consultant, member of the Board of- 16 -OTB Group Code of Ethics

Directors or Board of Statutory Auditors, as well as acting and working on behalf of a supplier or customer of theGroup.
By way of example and without limitation, the following situations could be considered conflicts of interest:▪

having economic or financial interests, personally or through family members, with suppliers, customers orcompetitors;▪

using one's position in the OTB Group, or information obtained during one's day-to-day work, to the benefit
of oneself or third parties in conflict with the interests of the Group;▪

doing work of any kind (performing tasks or intellectual services) for customers, suppliers, competitors or
third parties in conflict with the interests of the Group;▪

starting or completing negotiations or agreements - in the name or on behalf of the Group - which have as
counterparty family members or partners, or legal entities of which the person is the owner or in which it
otherwise has an interest;▪

to accept money, gifts or favours from individuals or legal entities who are or intend to enter into business
relationships with the OTB Group.
Working with members of one's own family can also result in a situation of influence. Sometimes this may becontrary to the best interests of the Group, especially where there is a direct hierarchical relationship between two
individuals in close contact with each other. Employees who are in this situation should not be involved indecisions about the hiring, remuneration, assessment or promotion of a family member.
In relations between the Group and third parties, Recipients must act in accordance with ethical and legal
regulations, with an explicit ban on resorting to illegitimate favouritism, collusion, corruption or solicitation. Any
information that tends to assume or presage a potential conflict of interest with the Group must be reported
promptly to one of the figures of reference mentioned in paragraph 5.
4.8.2. Gifts and favours
In dealings with third parties, the OTB Group does not allow anyone to promise or offer gifts or favours (i.e.
money, objects, services, recommendations), also as a result of illicit pressure aimed at obtaining undue advantages
or otherwise designed to obtain favourable treatment in the conduct of any activities related to the Group.
Similarly, the OTB Group does not allow its employees to receive gifts or favours from third parties toinfluence the actual or potential relationships with the Group.
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Notwithstanding the above, acts of commercial courtesy are permitted, provided it is of modest value anddoes not compromise the Group's integrity and reputation, and does not influence the autonomy and judgement of
those on the receiving end.
4.8.3. Competition
The OTB Group recognises the importance of a competitive market and undertakes to comply with current
regulations in this area. The Group competes with its competitors according to ethical principles of honesty andfairness. The OTB Group will not use improper means to acquire trade secrets or other confidential information
about competitors and will avoid applying particular price and contractual conditions that have the sole purposeof excluding competitors from the negotiations.
4.8.4. Antitrust laws
The OTB Group undertakes to respect antitrust laws that regulate the proper functioning of a competitivemarket and prohibits the possibility of forming monopolistic or cartel agreements and of any interference in themechanisms by which competition is regulated. Under these laws, the OTB Group will not enter into agreements,
not even informal ones, with other companies in order to distort competition on the market and will not violatecompetition laws, even without acting together with other firms.
4.8.5. Protection of personal data
In the conduct of business, the Group collects a significant amount of personal data and confidential
information (on those who work in and for the OTB Group, as well as on the various categories of people whohave dealings with the Group, such as customers and suppliers), which it undertakes to process in compliance withall applicable laws and best practices designed to protect confidentiality and privacy.
The Group ensures that data will be processed according to the purpose declared; personal data will not be
used for secondary purposes without the prior consent of the person concerned.
4.8.6. Computer crime
The Group condemns any conduct that could directly or indirectly facilitate the commitment of crimes
involving abusive access to an IT or online system, illegal possession and distribution of access codes to IT or
online systems, illegal interception, prevention or interruption of IT or online communications, damage to IT or- 18 -OTB Group Code of Ethics

online systems, damage to information, data, computer programs including those used by the Government or otherpublic entity or in the public interest.
Recipients of this Code, in particular, must not in any way: unlawfully enter or remain in a protected IT or
online system, install equipment to fraudulently intercept IT or online communications protected by security
measures; illegally obtain, reproduce or distribute means of access (passwords, authorisation systems, etc.) to IT
or online systems protected by security measures.
4.8.7. Activities involving terrorism and subversion of democratic order
The OTB Group in any case condemns the use of its resources for the financing and implementation of any
activity aimed at achieving the objectives of terrorism or the subversion of democratic order.
4.8.8. Money laundering, receiving stolen goods, forgery of banknotes and coins, public credit cards,
stamps and watermarked paper
The Group condemns any behaviour that might even indirectly facilitate criminal circumstances, such as
criminal conspiracy, including illicit trafficking of narcotics or psychotropic substances, money laundering, thereceipt of stolen goods and, in any case, the use of goods, money or other proceeds of illicit origin, as well as selfloundering, and obstruction of justice.
The Group complies with the applicable legislation against money laundering and the fight against organised
crime, in any jurisdiction, also taking care that the transactions in which it takes part do not show, even potentially,
the risk of encouraging the receipt or replacement or the use of money or assets derived from criminal activities.
Recipients must not, in any way and under any circumstances, take the risk, due to a failure to ask for thenecessary information, of being involved in situations where there may be laundering, or self-loundering, of moneyfrom illegal or criminal activities, falsify and/or put into circulation banknotes, coins, public credit cards, stamps
and watermarked paper.
4.8.9. Transparency in accounting disclosures, tax disclosure and internal controls
Accounting transparency is based on the truthfulness, accuracy, completeness and reliability of the
documentation of operational events and the related accounting records.

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Each Recipient is required to collaborate so that the facts of operations are represented in the accounts
correctly and in a timely manner. Adequate supporting documentation has to be kept on record for each transaction,
to ensure proper accounting records, the identification of the different levels of responsibility and accurate
reconstruction of the transaction.
Each accounting entry has to reflect exactly what is shown in the supporting documentation. Recipients who
become aware of any omission, falsification, alteration or negligence of the information and supporting
documentation are required to report the facts to one of the figures of reference mentioned in paragraph 5.
The information recorded in the accounts must also be correctly reflected in the Group's tax returns, in orderto create a relationship of fairness and transparency towards the Tax Administration and the Financial
Administration. The Group therefore condemns any behaviour aimed at carrying out simulated operations,destroying documentation relevant for tax purposes and impeding the work of the above-mentioned bodies.
The OTB Group recognises the primary importance of internal controls for the proper management andachievement of the Group's goals. The Group considers as a fundamental element of its corporate culture thecirculation to all levels of the organisation of a culture that is aware of the importance of an adequate system ofinternal control. In particular, the internal control system must facilitate the achievement of corporate objectives
and must, therefore, be directed towards improving the effectiveness and efficiency of production and management
processes.
All Recipients, in their respective functions, are responsible for the proper functioning of the control system.
The Corporate Governance and Internal Audit Function and the independent auditors will have free access to all
the data, documents and information needed to perform their duties.
4.8.10. Activities aimed at the contraband of goods
The OTB Group complies with the legislation on contraband by implementing adequate controls in order toguarantee that all customs formalities have been correctly and completely carried out on goods imported andexported by its companies, and to guarantee that relations with the Customs Authorities are carried out inaccordance to the criteria of integrity and transparency. The Group therefore condemns any conduct aimed at
evading payment, in whole or in part, of customs duties, regardless of the ways in which these may take place (e.g.
by air, sea, etc.). In view of the international dimension of its activities, the Group promotes the same behaviour
among its Suppliers and Customers.

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5. Standards of implementation and monitoring of the Code of Ethics
The OTB Group monitor compliance with the Code of Ethics by all Recipients by providing suitable
information, prevention and control tools and ensuring the transparency of operations and behaviours adopted,
intervening, if necessary, with corrective action and appropriate sanctions.
The Group ensures the widest possible dissemination of the Code of Ethics, bringing it to the attention ofinternal and external stakeholders through suitable communication activities.
The Group promotes the development of training courses for its employees to facilitate full understanding of
the principles and rules laid down in this Code of Ethics.
The OTB Group’s Stakeholders are required to comply with the Code of Ethics and to report any conduct that
does not comply with the principles and rules contained therein.
The OTB Group considers the Code of Ethics as an integral and essential part of the Organization andManagement Model where adopted.
Any reports of violations of the provisions of this Code, which require to be made in good faith, and on thebasis of well-founded reasons, to safeguard the Group integrity and no for personal purposes, may be forwarded
using the dedicated channel available in the appropriate section of the Group website or of the company Group(see the Whistleblowing Management Policy on the Company’s website), through the following methods:-

written form;-in oral form, by recording an audio note. The platform allows the Whistleblower's voice to be disguisedin case they wish to remain anonymous.

In both cases, the channel is suitable to ensure the confidentiality of the sources and of the information
obtained, as well as to guarantee the anonymity of the report.
With reference to the Stakeholders of the companies belonging to OTB Group , not specifically indicated in
the Whistleblowing Management Policy, in case of need for information related to the Code of Ethics or in any
situation in which they may have a doubt about the most appropriate behavior and/ or to report a violation of thecode of Ethics, they could use the mailbox codeofethics@otb.net.

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The Corporate Governance & Internal Audit Function, once the reports have been received, using the supportof other competent Corporate Functions, in particular the Group People & Organization and Legal & Corporate
Affairs Functions, will ensure that all complaints received are:-recorded and retain in accordance with current regulations;-

qualified (archiving or activation of investigations) with explanation of the reasons that led to the proper
decision;-

promptly confirmed (within 7 working days) their successful receipt;-

submitted, where deemed necessary, to the verification process with information to interested parties.

The Group guarantees confidentiality and discretion of the identity of the whistleblower and does not tolerate
any form of retaliation against those who, in good faith, has made reports of possible violations of the Code of
Ethics or requires clarification on how to apply it.
The violation of the principles contained in this Code of Ethics damages the relationship of trust establishedwith the OTB Group and may lead to disciplinary, legal or criminal actions. The Group, in fact, intends to punish
employees who do not comply with and respect the values and principles that constitute the Code of Ethics,
according to the seriousness of the violations committed and the behaviours assumed.
Compliance with the rules of the Code of Ethics is an essential part of the contractual obligations of the Group’s
employees. Therefore, their violations constitute a breach of the obligations arising from the employment
relationship or disciplinary unlawful that may affect the continuity of the employment relationship and even lead
to legal action for reimbursement of damages.
For Recipients who are not employees, compliance with the Group Code of Ethic is a prerequisite forcontinuation of the professional/collaborative relationship with the Group and all the companies belonging to it;
therefore, the violation of the Code constitutes a breach of contractual obligations, with all the legal consequences,including termination of the contract and/or relationship and may lead action for damages suffered by the Group.

5.1. Entry into force and amendments
This Code of Ethics was approved by the Board of Directors of OTB S.p.A. on March 18 2024, andimplemented by all Group companies.

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Any updates, additions and changes to the Code of Ethics are to be approved by the CEO of OTB S.p.A.
This Code of Ethics is to be adopted by all legal entities and all employees of the OTB Group.

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