Organisation Model Dolce&Gabbana S.r.l.

Organisation, management and control model pursuant

to Legislative Decree No. 231/2001

– GENERAL PART –

Approved by the Board of Directors of

DOLCE&GABBANA S.r.l.

on 30/06/2026

Contents

GENERAL PART

GENERAL PART

Section One

1.Legislative Decree No.231 of 8 June 2001

1.1 The Administrative Liability of Entities

Legislative Decree No. 231 of 8 June 2001, governing the “Administrative liability of legal persons, companies and associations including those without legal personality” (hereinafter “Decree No. 231/2001” or the “Decree”), which came into force on 4 July 2001, implementing Article 11 of the Enabling Law No. 300 of 29 September 2000, introduced, into the Italian legal system, in compliance with the provisions laid down by the EU law, the administrative liability of entities, where “entities” are understood to be businesses, corporates, partnerships and associations, including those without legal personality.

This new form of liability, albeit defined as “administrative” by the legislature, has the same features of criminal liability, it being the responsibility of the criminal court having jurisdiction to conduct investigations into the crimes from which it is derived, and the entity being granted the same guarantees of criminal proceedings. 

The entity’s administrative liability arises from the perpetration of crimes, expressly indicated in Legislative Decree No. 231/2001, committed in the interest or for the benefit of the entity itself, by individuals holding a representative, administrative or management role in the entity or one of its organisational units vested with financial and functional autonomy or exercising, even de facto, management and control (“senior managers”), or subject to the direction or supervision of one of the aforementioned individuals (“subordinates”).

Aside from the existence of the aforesaid requirements, Legislative Decree No. 231/2001 also requires that the entity be found guilty in order to be able to establish its liability.

This requirement is imputable to “organisational negligence”, intended as the entity’s failure to adopt the appropriate preventive measures to prevent the commission of the crimes listed in the following paragraph, by the subjects expressly identified in the Decree.

In the event whereby entities demonstrate that they have adopted and effectively implemented a suitable organisation preventing the commission of these crimes, through the adoption of the organisation, management and control model set forth by Legislative Decree No. 231/2001, such entities shall not be held liable from an administrative point of view.

1.2. Crimes envisaged by the Decree

The crimes, the perpetration of which gives rise to the entity’s administrative liability, are those expressly and strictly referred to by Legislative Decree No. 231/2001, as amended and supplemented.

Below is a list of crimes currently included within the scope of application of Legislative Decree No. 231/2001, although the list is subject to being extended in the near future:

1. Crimes against the Public Administration, as amended by Law no. 137/2023 and Law no. 112/2024 (Articles 24 and 25)

2. Computer crimes and illegal data processing introduced into the Decree by Law No. 48/2008 and amended by Law no. 90/2024 (Article 24 bis)

3. Organised crime offences introduced into the Decree by Law No. 94/2009 (Article 24 ter)

4. Crimes relating to counterfeiting currency, legal tender, revenue stamps and stamped paper, identification instruments or identifying signs, introduced into the Decree by Law No. 409/2001 and amended by Law No. 99/2009 (Article 25 bis)

5. Crimes against industry and trade, introduced into the Decree by Law No. 99/2009 (Article 25 bis 1)

6. Corporate crimes, introduced by Legislative Decree No. 61/2002 and amended by Law No. 262/2005 (Article 25 ter)

7. Crimes for purposes of terrorism or subversion of the democratic order, introduced into the Decree by Law No. 7/2003 (Article 25 quater)

8. Practices of mutilation of female genital organs, introduced into the Decree by Law No. 7/2006 (Article 25 quater 1)

9. Crimes against the individual, introduced into the Decree by Law No. 228/2003 and amended by Law No. 199/2016 (Article 25 quinquies)

10. Market abuse, including when committed through cryptocurrency trading activities, introduced into the Decree by Law No. 62/2005 and amended by Law No. 262/2005 (Article 25 sexies)

11. Transnational crimes, introduced into the Decree by Law No. 146/2006

12. Culpable crimes committed by violating the legislation on protection of workplace health and safety, introduced into the Decree by Law No. 123/2007 (Article 25 septies)

13. Money laundering crimes, introduced into the Decree by Legislative Decree No. 231/2007 (Article 25 octies)

14. Crimes concerning non-cash payment instruments and fraudulent transfer of assets, introduced by Legislative Decree No. 184/2021 and amended by Law No. 137/2023 (Article 25-octies.1)

15. Crimes concerning violations of European Union restrictive measures (Article 25-octies.2), introduced by Legislative Decree No. 211/2026

16. Crimes involving copyright infringement, introduced into the Decree by Law No. 99/2009 and amended by Law no. 166/2024 (Article 25 novies)

17. Crime of inducement to not provide statements or to provide false statements to judicial authorities, introduced into the Decree by Law No. 116/2009 (Article 25 decies)

18. Environmental crimes, introduced into the Decree by Legislative Decree No. 121/2011 (Article 25 undecies)

19. Crime of employment of third-country citizens who are illegal residents, introduced into the Decree by Legislative Decree No. 109/2012 (Article 25 duodecies)

20. Crime of racism and xenophobia propaganda and criminal solicitation for reasons of racial, ethnic and religious discrimination (Article 604-bis of the Italian Criminal Code) introduced by Law no. 167/2017 (Article 25 terdecies)

21. Crime of Fraud in sports competitions, abusive exercise of gambling or betting and games of chance exercised by means of prohibited devices introduced by Law no. 39/2019 (Article 25 quaterdecies)

22. Tax Crimes, introduced by Legislative Decree no. 124/2019 and amended by Legislative Decree no. 156/2022 (Article25 quinquiesdecies)

23. Smuggling crimes, introduced by Legislative Decree no. 75/2020 and modified by Legislative Decree no. 141/2024 (Article 25 sexiesdecies)

24. Crimes against cultural heritage, introduced by Law No. 22/2022 (Article 25-septendecies)

25. Laundering of cultural property and devastation and looting of cultural and landscape heritage, introduced by Law No. 22/2022 (Article 25-duodevicies)

26. Crimes against animals, introduced by Law No. 82/2025 (Article 25-undevicies).

Cross-reference is made to the document “Annex 1_Extended list of crimes” for the indication of all the offences referred to by Legislative Decree 231/2001 (hereinafter, the “Crimes”).

1.3. Sanctions imposed by the Decree

The system of sanctions described by Legislative Decree No. 231/2001 provides for the application of the following administrative sanctions following the perpetration of the aforesaid crimes, depending on the crime committed:

• fines;
• restrictions;
• confiscation;
• publication of the judgment.

The restrictions, which may be applied only if expressly provided for, including as a precautionary measure, are as follows:

• disqualification from conducting business;
• suspension or revocation of authorisation, permits or concessions used to commit the crime;
• prohibition on entering into contracts with the Public Administration;
• exclusion from contributions, loans, grants and subsidies, and/or revocation of those already provided, if any;
• prohibition on advertising goods or services.

Legislative Decree No. 231/2001 also provides that, in the presence of the necessary conditions for the application of a restriction requiring the interruption of the company’s business, the judge, instead of applying that sanction, may order that the business be continued by a judicial commissioner (Article 15 of the Decree) appointed for a period equal to the duration of the restriction that would have been applied, if at least one of the following conditions is met:

• the company provides a public service or a service of public benefit the interruption of which may seriously damage the community;
• the business interruption may cause a major impact on employment levels in view of the size of the company and the economic conditions of the area in which it is located.

1.4 Crimes committed abroad

Pursuant to Article 4 of the Decree, the entity may be held liable, in Italy, for the commission of certain crimes outside national borders. More specifically, Article 4 of the Decree provides that entities having their head office in the territory of the State are also liable in relation to crimes committed abroad in the cases and under the conditions provided for in Articles 7 to 10 of the Italian Criminal Code, provided that the State of the place where the crime was committed does not bring proceedings against them.

Therefore, the entity is liable to prosecution when:

a. it has its head office in Italy, i.e. the actual headquarters where the managerial and directive activities take place, possibly even other than the place where the company or registered office (entities with legal personality) is located, or the place where the activity is carried out on an ongoing basis (entities without legal personality);

b. the State within whose jurisdiction the crime is committed is not prosecuting the entity;

c. the request of the Minister of Justice, to which the punishment may be subject, is also referred to the entity itself.

These rules concern crimes committed entirely abroad by top management or subordinates. For criminal conduct that occurs even only partially in Italy, the territoriality principle pursuant to Article 6 of the Italian Criminal Code applies, according to which “the crime is deemed to have been committed in the territory of the State, when the action or omission, which constitutes it, takes place therein wholly or partly, or the event which is the consequence of the action or omission occurs therein”.

1.5 Condition for exemption from administrative liability

Art. 6 of Legislative Decree No. 231/2001 provides that the entity shall not be held liable from an administrative point of view if it proves that:

• the governing body has adopted and effectively implemented, before the fact, suitable organisation, management and control models for preventing crimes of the kind committed;
• supervision of the implementation of models, compliance with models and the updating thereof has been delegated to a specific body of the entity vested with autonomous powers of initiative and control (Supervisory Board);
• the persons committed the crime by fraudulently circumventing organisation, management and control models;
• supervision by the Supervisory Board has not been insufficient or lacking.

The adoption of the organisation, management and control model, therefore, allows the entity to be able to avoid the charge of administrative liability. The mere adoption of such a document, by resolution of the entity’s management body, is not, however, in itself sufficient to exclude such liability, it being necessary that the model be efficiently and effectively implemented.

With reference to the effectiveness of the organisation, management and control model for the prevention of the commission of crimes under Decree No. 231/2001, it is required for the same:

• to identify the business activities within the scope of which the crimes may be committed;
• to provide for specific protocols aimed at planning training and the implementation of the decisions adopted by the entity with regard to the crimes to be prevented;
• to identify the methods for managing suitable financial resources for preventing the perpetration of the crimes;
• to provide for reporting obligations to the body responsible for supervising the implementation of the models and compliance therewith;
• to introduce suitable disciplinary measures to punish non-compliance with the measures required by the organisation, management and control model.

With reference to the effective implementation of the organisation, management and control model, Legislative Decree No. 231/2001 requires:

• a periodic review, and, if any significant violations of the requirements imposed by the model are found or if any changes occur in the entity’s organisation, activities or any legislative changes, the modification of the organisation, management and control model;
• the imposition of sanctions in the event of violation of the requirements imposed by the organisation, management and control model.

1.6 Confindustria “Guidelines”

Article. 6 of Legislative Decree No. 231/2001 expressly provides that the organisation, management and control models may be adopted on the basis of codes of conduct drawn up by the associations representing the entities.

The Confindustria Guidelines were approved by the Ministry of Justice by means of Ministerial Decree of 4 December 2003. The subsequent update, published by Confindustria on 24 May 2004, was approved by the Ministry of Justice, which deemed such Guidelines suitable for the fulfilment of the purposes set forth by the Decree. The said Guidelines were updated by Confindustria on 31 March 2008 and approved by the Ministry of Justice on 2 April 2008.

Finally, the aforementioned Guidelines were again updated in 2014 and most recently in June 2021.

In the definition of the organisation, management and control model, the Confindustria Guidelines entail the following project phases:

• identification of the risks, namely the analysis of the company environment in order to highlight in which business areas and in what ways the crimes under Decree No. 231/2001 may occur;
• preparation of a control system (protocols) suitable for preventing the risks of crime identified in the previous phase, through the evaluation of the existing control system within the entity and its level of adaptation to the requirements set forth by Legislative Decree No. 231/2001.

The most significant components of the control system outlined in the Confindustria Guidelines to ensure the effectiveness of the organisation, management and control model are as follows:

• provision of ethical principles and rules of conduct in a Code of Ethics;
• sufficiently formalised and clear organisational system, especially with regard to the allocation of responsibilities, reporting lines and job descriptions with the specific provision of control principles;
• manual and/or computerised procedures governing the performance of activities, with the performance of appropriate controls;
• authorising and signatory powers in line with the organisational and management responsibilities assigned by the entity, envisaging, where appropriate, the provision of spending limits;
• management control systems promptly reporting any possible critical issues;
• employee education and training.

The Confindustria Guidelines also specify that the components of the control system described above shall comply with a set of control principles, including:

• verifiability, traceability, consistency and appropriateness of each operation, transaction and action;
• application of the principle of separation of functions and segregation of duties (nobody may autonomously manage an entire process);
• establishment, performance and documentation of the control activity over processes and activities subject to the risk of crimes being committed.

Section Two

2. The Organisation, Management and Control Model of DOLCE&GABBANA S.r.l.

2.1 The Model preparation and implementation process

The Model, developed and implemented by Dolce & Gabbana S.r.l. (hereinafter also referred to simply as the “Company”), is inspired by the Confindustria Guidelines and was developed taking into account the structure and business effectively carried out by the Company, the nature and size of its organisation.

The Company carried out a preliminary analysis of its business context and subsequently conducted an analysis of the operating areas and processes that present potential risk profiles in relation to the commission of the crimes specified by the Decree deemed applicable to the “Company”.

In particular, the analysis focused on the following areas, including but not limited to:

• the Company’s history and the corporate context;
• the respective sector;
• the organisational structure;
• the existing corporate governance system;
• the system of delegated powers;
• any existing legal relationships with third parties;
• the typical ways of conducting the business;
• the practices and procedures formalised and disseminated within the Company for the performance of the company’s activities.

The preliminary analyses formed the basis used to identify the corporate functions involved in the operating areas[1] that present potential risk profiles in relation to the commission of the above-mentioned crimes, as well as the individuals belonging to these functions who occupy key roles within the company’s organisation, i.e. the Key Officers, in order to be able to conduct the interviews relating to the subsequent investigation phase.

For the purpose of preparing this document, the Company therefore proceeded, through interviews with the Key Officers along with the documentary analysis:

• to identify Sensitive Activities[2] and Instrumental Processes[3], namely the areas in which it is possible that the Crimes deemed applicable to DOLCE&GABBANA may be committed and the possible implementation methods thereof;
• to identify the operating methods used to carry out the Sensitive Activities and Instrumental Processes, the individuals involved and the responsibility sharing system;
• to identify the risks (Risk Assessment) of crimes being committed and the analysis of the Internal Control System suitable for preventing any potentially illegal conduct;
• to identify adequate control measures, required for the prevention of the aforementioned crimes or for the mitigation of the risk of committing said crimes.
• In the light of the findings of the Risk Assessment, the Model therefore identified the general principles of conduct and the rules of prevention, which must be implemented in order to prevent, as far as reasonably possible, the commission of material Crimes for the Company.

To this end, the Company took into account the existing control and prevention tools, aimed at regulating corporate governance, such as the Articles of Association, the system of proxies and powers of attorney, contracts as well as the procedures and operating instructions drawn up by the individual corporate functions.

In particular, the results of the analyses conducted and described above, linked to the Risk Assessment, are included or referred to in the documentation in which the resulting findings are formalised, with particular reference to the following elements:

• the Sensitive Activities and Instrumental Processes and their implementation methods;
• the individuals involved in the Sensitive Activities and Instrumental Processes;
• examples of the possible ways of committing Crimes in the context of the Sensitive Activities and Instrumental Processes;
• the specific control protocols and systems identified by the Company in order to monitor/mitigate the “crime risks” linked to the Sensitive Activities and Instrumental Processes.

This documentation constitutes a prerequisite of this Model and is kept at the Company’s registered office, making it available for future reference to the Board of Directors (the “Board”), the Statutory Auditors, the Supervisory Board and anyone who is authorised to examine it.

[1] The Company’s organisational units to which specific responsibilities, duties and powers are assigned in connection with the performance of corporate activities and processes.

[2] The corporate activities in connection with which there is a potential risk of committing one or more of the crimes provided for under Legislative Decree No. 231/2001, identified through the analysis of corporate processes and governed in the Special Parts of the Model by means of specific rules of conduct.

[3] The set of interrelated and organised corporate activities and operations aimed at pursuing a specific objective or managing a specific area of the Company’s operations, within the areas potentially exposed to the risk of committing one or more of the crimes provided for under Legislative Decree No. 231/2001, as identified and governed in the Special Parts of the Model.

2.2 Purposes of the Model

The Company:

• operates in the fashion and luxury goods sector and has as its main corporate object the design, manufacturing, processing and marketing of clothing, leather goods, accessories and footwear, home accessories, jewellery and watches (including the so-called Alta Moda, Alta Sartoria and Alta Gioielleria lines). In particular, the Company also manufactures and markets precious objects and is therefore entered in the register of beneficiaries of identification marks held by the Milan Chamber of Commerce as well as holding public security permits for the performance of such activities.
• operates in more than 30 countries through its direct retail sales channel and wholesale sales channels, including independent multi-brand franchised stores, points of sale in department stores, sub-licensing agreements and co-branding projects, as well as digital channels, including its website;
• provides, through regular intercompany or service contracts, accounting, administrative, computer and financial services to companies of the Dolce&Gabbana Group.

In this context, the Company recognises the need to ensure conditions of honesty and transparency in the conduct of business and corporate activities, to safeguard its position, the Shareholders’ expectations and the work of its employees and is also aware of the importance of adopting and effectively implementing a Model, suitable for preventing the commission of unlawful conduct in the corporate environment.

Consequently, by resolution of the Board of Directors on 30 March 2010, the Company approved its own Model, on the assumption that the same constitutes a valuable tool for raising awareness among its recipients (as defined in paragraph 2.4 below) to behave correctly and transparently, so as to prevent the risk of committing crimes under Legislative Decree no. 231/2001.

This Model was subsequently updated in order to incorporate the regulatory updates introduced by Italian Legislator, as well as the governance and business developments that concerned the Company.

Through the adoption of the Model, the Company intends to pursue the following aims:

• to prohibit any conduct that would give rise to the crimes under Legislative Decree 231/2001;
• to raise awareness that the violation of Legislative Decree 231/2001, of the provisions laid down in the Model and of the principles of the Code of Ethics may give rise to the application of sanctions (fines and restrictions) also against the Company;
• to raise awareness among the Recipients (see the definition in paragraph 2.4 below) operating in processes at risk as to the fact that they may run into crimes involving sanctions against them and the Company and to make them aware all of the duties and conduct to which the same Recipients are bound in the performance of their duties and/or assignments;
• to enable the Company, through a structured system of protocols and procedures and a constant monitoring on the proper implementation of such a system, to prevent and/or promptly counter the commission of relevant crimes under the Decree.

To this end, this document aims to:

• identify the areas or processes at possible risk within the company’s business, that is to say those activities wherein the possibility of Crimes being committed is considered to be highest;
• define the system of prevention protocols for each type of Crime and for each individual sensitive activity;
• assign to the Supervisory Board the task of supervising the operation and observance of the Model and propose its updating.

The Company promotes the adoption of the Model by its Subsidiaries, which will adopt it by way of resolution of the respective Boards of Directors, taking into account their respective interests.

2.3 Structure of the Model

This Model comprises:

• General Part, which contains the principles and general rules of the same Model, describes the regulatory framework, its aims, its structure, the Recipients (see the definition below) and the essential elements of which it is composed, the requirements, powers and functions of the Supervisory Board, the System of Sanctions, as well as the process of implementation and adoption thereof.
• Special Part, which represents the core of the same Model and outlines the scenarios that might potentially give rise to the relevant crimes in the Company’s context, as well as the methodological approach used for the identification of sensitive activities, and the existing controls put in place in order to prevent the risk of crime identified.

2.4  Recipients

The Model are binding upon:

a. the Directors (meaning the members of the Board of Directors; hereinafter also referred to simply as the “Directors”) and the Board of Statutory Auditors;

b. directors, managers and employees and, in any event, all persons bound to the Company by an employment relationship (hereinafter, unless otherwise indicated, the “Employees”);

c. all persons who have contractual relationships (collaborators, consultants, suppliers, business partners, licensees, intermediaries, etc.) with the Company for the purpose of pursuing the Company’s corporate purpose and business goals.

(unless otherwise indicated, collectively, the persons referred to in paragraphs a), b) and c) below, the “Recipients”).

2.5 Key elements of the Model

With reference to the requirements identified in Legislative Decree No. 231/2001, the key elements developed by the Company in the definition of the Model may be summarised as follows:

a. mapping of the “sensitive” activities (i.e. i.e. activities that may, even indirectly, involve ways in which the Crimes may be committed and the instrumental processes within which the conditions and/or means for the commission of the crimes may arise);

b. provision of specific protocols overseeing the instrumental processes deemed to be exposed to the risk of committing crimes;

c. identification of the ethical principles (included both in the Code of Ethics, and, more specifically, in the Special Part of this Model);

d. establishment of a Supervisory Board (hereinafter the “Supervisory Board”) and attribution to the same of specific supervisory duties in relation to the effective implementation and application of the Model;

e. adoption of a system of sanctions to ensure the effective implementation of the Model and containing the disciplinary measures applicable in the event of violation of the provisions contained in the Model and aimed at protecting those reporting any unlawful conduct or violations of this Model;

f. definition of communication channels, which enable to submit, in order to protect the Company’s integrity, detailed reports of illegal conduct, of relevance pursuant to Legislative Decree 231/2001 or violations of this Model, guaranteeing the confidentiality of the whistleblower’s identity;

g. education and training activities on the content of this Model;

h. procedures for the adoption and effective application of this Model as well as for the necessary amendments or supplements thereto (updating of the Model).

2.6. Model, Code of Ethics, Suppliers Code of Conduct and Responsible Procurement Policy

Committed to conducting business in compliance with the applicable laws and regulations and the principles of the Group to which it belongs, the Company has formally adopted its own Group Code of Ethics (hereinafter also referred to as the “Code of Ethics“). This Code sets forth a set of “business ethics” principles and rules of conduct that the Company recognises as the foundation of its business conduct and values and requires its corporate bodies, Employees and third parties who, for whatever reason, have dealings with the Company to comply with.

The Model, whose provisions are consistent and compliant with the principles of the Code of Ethics, adheres to the specific provisions of Legislative Decree No. 231/2001, aimed at preventing the commission of the crimes and is therefore binding on the Recipients.

Moreover, considering that the Code of Ethics also refers to principles of conduct that are also suitable to prevent the crimes referred to in Legislative Decree No. 231/2001, the said document is relevant for the purposes of the Model and it therefore constitutes a complementary element thereof.

In addition to the Code of Ethics, the Board of Directors has adopted:

a) the Supplier Code of Conduct on 13 February 2025, with the aim of promoting the dissemination of the principles of integrity, fairness and social and environmental sustainability, compliance with which is considered essential in the conduct of its activities and in defining its business strategy. This document is relevant for the purposes of the Model and therefore constitutes an integral part thereof;

b) the Responsible Procurement Policy, which sets out the fundamental principles and operational guidelines that must govern the selection, qualification and monitoring of its supply chain, with the aim of ensuring that its supply and value chain is responsible, sustainable and transparent, as well as aligned with the highest ethical and environmental standards in the fashion and luxury industry. This Policy also constitutes an integral part of the compliance programme pursuant to Legislative Decree No. 231/2001.

2.7 Assumptions of the Model

Legislative Decree No. 231/2001 expressly provides, in Article 6, paragraph 2, sub-paragraph a) that the Model identify the corporate activities which might potentially give rise to the commission of the crimes under the Decree.

To this end, when drafting the Model, and with the aim of analysing the business areas most exposed to the potential risk of committing the crimes, the Company considered a series of assumptions which are summarised below and detailed in the Special Part.

Firstly, the Company analysed its organisational structure, represented in the Organisational Chart, which identifies the corporate Departments/Functions and highlights roles and reporting lines. The aforesaid document is kept at the Company’s registered office by the Human Resources & Organisation Department which takes care of its filing making it available for future reference to anyone who is authorised to examine it.

When drafting the Model, the Company also took into account its own internal control system, analysed and evaluated based on the information gathered by the corporate representatives (Managers and Line Managers), in order to verify its ability to prevent the crimes set out in Legislative Decree No. 231/2001 in the business areas identified as being at risk.

More in general, the Company’s internal control system shall ensure, with reasonable certainty, the achievement of the objectives identified below:

• operational objective of the internal control system, which concerns the effective and efficient use by the Company of its resources, protecting itself against losses, and safeguarding corporate assets;
• information objective, which means prompt and reliable communications to enable the proper performance of each decision-making process;
• compliance objective, which ensures that all the Company’s operations and actions are conducted in accordance with applicable laws and regulations.

More specifically, the internal control system is based on the following elements:

• segregation of duties through a clear allocation of responsibilities and adequate authorisation levels;
• formalised assignment of powers, including signatory powers, in line with the responsibilities allocated;
• truthfulness, verifiability, consistency, appropriateness and traceability of all operations and transactions;
• existence of rules of conduct aimed at ensuring the performance of corporate activities in compliance with the principle of legality;
• information systems geared towards the segregation of duties and the protection of the information contained therein from unauthorised persons, with particular reference to management and accounting systems;
• monitoring over processes and activities at risk;
• internal communication system and employee training.

Within the corporate hierarchy and within the scope of their respective duties, the employees are responsible for the proper operation of the control system comprising the set of auditing activities that the individual corporate Departments/Functions perform on the related processes.

Section Three

3. Supervisory Board

3.1 General Principles

Art. 6, paragraph 1, of Legislative Decree No. 231/2001 requires, as a condition to benefit from the exemption from administrative liability, that the task of monitoring the compliance and operation of the Model, as well as its updating, be entrusted to a Supervisory Board within the entity which, being vested with autonomous powers of initiative and control, exercises the duties entrusted to it on an ongoing basis.

In this regard, Confindustria Guidelines specify that, although Legislative Decree No. 231/2001 makes it possible to opt for either a single-member or multi-member composition, the choice between one or the other solution shall ensure the effectiveness of the controls in relation to the company’s size and organisational complexity.

The Decree also requires that the Supervisory Board perform its duties outside of the Company’s operational processes, reporting regularly to the Board of Directors, free from any hierarchical relationship with the Board itself and with the individual heads of the Functions/Departments.

In compliance with the provisions laid down by Legislative Decree No. 231/2001, with the indications set forth by Confindustria Guidelines and with established case-law guidelines on the matter, the Board of Directors of the Company established the Supervisory Board sitting as a collective body and reporting to the same Board.

In particular, the collegial composition of the Supervisory Board, consisting of two external members and one internal member (i.e. the Internal Audit Function), was defined so as to ensure the following requirements:

• Autonomy and independence: this requirement is ensured by the collective composition, by the presence of “qualified external” members and by reporting directly to the Board of Directors.
• Professionalism: this requirement is ensured by the wealth of professional, technical and practical knowledge available to the members of the Supervisory Board. In particular, the chosen composition ensures adequate knowledge of the law and of the control and monitoring principles and techniques, as well as of the Company’s organisation and main processes.
• Continuity of action: with reference to this requirement, the Supervisory Board is required to constantly supervise, through powers of investigation, the compliance with the Model by the Recipients, to oversee its implementation and updating, thereby representing a constant point of reference for all DOLCE&GABBANA employees. In order to ensure greater continuity of action, the Supervisory Board relies on the Internal Audit Function, which, by virtue of its technical expertise and appropriate resources, ensures the continuous performance of checks and monitoring analyses of the Model.

3.2 Term of office, requirements, termination and removal

3.2.1 Duration. The members of the Supervisory Board shall remain in office for three years and may be re-elected. They are selected among individuals in possession of an ethical and professional profile of unquestionable value.

3.2.2 Remuneration. The fees payable to the members of the Supervisory Board are defined by the Board of Directors in the appointment resolution and do not constitute cases of conflict of interest.

3.2.3 Requirements and grounds for ineligibility (and removal).

Without prejudice to the requirements set out in points a), b) and c) of the preceding article 3.1, the following may be appointed as members of the Supervisory Board:

• Employees; and/or
• External professionals who do not have relationships with the Company that could give rise to a conflict of interest.

Furthermore, the members of the Supervisory Board shall be selected from among persons who:

a) do not have a spousal, family or kinship relationship within the fourth degree with the Directors, as such relationships could compromise their independence of judgment;

b) have not been declared legally incapacitated, subject to guardianship, bankrupt or subject to equivalent measures (and, if appointed, shall cease to hold office);

c) have not been convicted, even if the conviction is not final, of a crime carrying disqualification, including temporary disqualification, from public office or incapacity to hold management positions).

d) have not been convicted, even if the conviction is not final, or entered into a plea agreement (e.g. a judgment imposing a judgment upon request of the parties pursuant to Article 444 of the Italian Code of Criminal Procedure), for having committed one of the crimes provided for by Legislative Decree No. 231/2001;

e) are not subject to an order committing them for trial (order to proceed to trial, order for immediate trial, etc.) in relation to the offences referred to in Legislative Decree No. 231/2001;

f) are not subject to personal precautionary measures.

In any event, the Supervisory Board shall immediately notify the Board of Directors of the occurrence of any conditions preventing, or otherwise rendering it inappropriate, for the eligibility requirements for holding office as a member of the Supervisory Board to continue to be met.

The occurrence of any ground for ineligibility following appointment shall result in automatic removal from office and shall be promptly notified to the Board of Directors by the Chair of the Supervisory Board or, in the absence thereof, by the relevant member of the Supervisory Board or – where the ground for removal concerns the Chair – by the other members of the Supervisory Board, acting individually.

Furthermore, members of the Supervisory Board who simultaneously hold office as members of the Board of Statutory Auditors or are employees of the Company shall cease to hold office as members of the Supervisory Board with immediate effect upon the termination, for any reason, of the aforementioned corporate positions or employment relationships.

3.2.4 Removal (for just cause). The Board of Directors may remove, by resolution of the Board itself, upon consultation with the Board of Statutory Auditors, the entire Supervisory Board or individual members thereof, at any time, but only for just cause.

The following constitute just cause for removal of one or more members of the Supervisory Board:

a) the establishment of a serious breach of duties by the Supervisory Board in the performance of its duties and functions;

b) failure to notify the Board of Directors of a conflict of interest or of any grounds for ineligibility and/or removal referred to in section 3.2.3 that prevent the relevant member from continuing to hold office within the Supervisory Board, or that prevent the Supervisory Board as a whole from continuing to hold office;

c) a sentence on the Company, having become res judicata, or a plea bargain, when the records show omitted or insufficient supervision by the Supervisory Board;

d) breach of the confidentiality obligations regarding facts and information acquired in the exercise of the duties of the Supervisory Board;

e) for the member tied to the Company by an employment agreement, commencement of disciplinary procedures for acts which may result in the dismissal;

f) failure to notify any grounds or cause for ineligibility or removal as referred to in the preceding article 3.2.3;

g) breach of the confidentiality obligations with regard to the facts and information acquired, including indirectly, in the performance of the functions of the Supervisory Board;

h) in the case of a member who is bound to the Company by an employment relationship, the commencement of disciplinary proceedings (with or without precautionary suspension from service) for serious misconduct which, if confirmed in whole or in part, could result in dismissal.

If the removal occurs without just cause, or should the grounds for removal prove to be unfounded, the removed member of the Supervisory Board may request the Company (unless the Company acts on its own initiative) to be immediately reinstated in office.

Resignation. Each member may resign from office at any time with a written notice of at least 30 days, to be communicated to the other members of the Board of Directors by registered mail with return receipt or certified email (PEC). The Board of Directors, having taken note of the foregoing resignation, shall appoint the new member during the first meeting of the same Board, and in any event within 60 days from the date of notice of the resignation.

Regulations. The Supervisory Board shall govern the rules for its operation independently in specific Regulations, in particular by defining the operational procedures for the performance of the duties assigned to it. The Regulations are then submitted to the Board of Directors for its acknowledgement.

3.3 Functions, activities and powers of the Supervisory Board

3.3.1. Functions. The Supervisory Board is entrusted with the following duties:

a. to supervise the circulation, within the Company, of the knowledge, understanding and observance of the Model;

b. to supervise the compliance with the Model by its Recipients;

c. to supervise the validity and adequacy of the Model, with particular reference to the conduct observed in the corporate context;

d. to verify the effectiveness of the Model to prevent the commission of the crimes under Legislative Decree 231/01;

e. to monitor the implementation and compliance with the Model within the scope of the business areas potentially at risk of crime;

f. to report to the Company the opportunity to update the Model, whenever the need arises to adapt it following changes to corporate and/or regulatory conditions.

3.3.2 Activities.

In carrying out these activities, the Supervisory Board shall fulfil the following obligations:

a. to coordinate and collaborate with the corporate Departments (also through special meetings) for the best monitoring of the corporate activities identified in the Model as being at risk of crime;

b. to verify the implementation and operation of specific “dedicated” information channels (e.g. e-mail address and mailbox for paper reports), aimed at supporting the flow of reports and information to the Supervisory Board;

c. to conduct targeted checks on certain operations or specific acts, put in place within the scope of the business areas identified as being potentially at risk of crime;

d. to monitor and control the regular keeping and effectiveness of all the documentation relating to the activities/operations identified in the Model;

e. to verify the actual implementation of the information and training initiatives on the Model undertaken by the Company;

f. to immediately report to the Board of Directors any violation of the Model, deemed to be founded, by the Company’s Directors or senior managers of the same, in the latter case also informing the Head of Human Resources & Organisation Department;

g. to immediately report to the Board of Statutory Auditors any violation of the Model, deemed to be founded, by the entire Board of Directors.

3.3.3 Powers.

In order to fulfil the duties listed above, the Supervisory Board is vested with the powers set out below:

a. to issue provisions and service orders intended to govern its activities and prepare and update the list of information that shall be submitted to it by the Functions/Departments;

b. to access, without prior authorisation, any relevant corporate document for the performance of the duties attributed to it by Legislative Decree No. 231/2001;

c. to instruct the heads of the Functions/Departments, and in any case all the Recipients, to promptly provide the information, data and/or information required of them in order to identify any aspects related to the various relevant corporate activities pursuant to the Model, and the verification of the effective implementation thereof by the Company;

d. to retain external consultants with proven expertise in cases where this is necessary for the performance of verification and control activities, or in order to update the Model.

In order to improve the performance of its activities, the Supervisory Board may appoint an internal (such as the Internal Audit function) or external member who shall fulfil the supervisory duties in the name and on behalf of the Supervisory Board itself. With regards to the duties assigned, the responsibility arising therefrom falls to the same Supervisory Board.

3.3.4 Financial autonomy and budget. The Board of Directors allocates an annual expenditure budget to the Supervisory Board in the amount proposed by the Supervisory Board itself and, in any case, appropriate for the duties assigned to it. The Supervisory Board autonomously decides the expenses to be incurred in compliance with the corporate signature powers and, in the event of expenditure above the budget, it shall be authorised directly by the Board of Directors.

3.4 Reporting of the Supervisory Board to the Corporate Bodies

Reporting. In order to ensure full autonomy and independence in the performance of its duties, the Supervisory Board reports directly to the Board of Directors.

More specifically, the Supervisory Board reports to the Board of Directors on the implementation of the Model and the results of the monitoring activity conducted in the following manner:

a) annually, to the Board of Directors, through a written report, which describes the monitoring activities carried out by the same Supervisory Board, the critical issues identified and any corrective action or improvement suitable for the implementation of the Model. The Supervisory Board also informs the Board of Statutory Auditors of the content of the said written report;

b) from time to time to the Board of Statutory Auditors, if the need arises, in relation to alleged violations committed by senior managers or by the members of the Board of Directors, as the Supervisory Board may receive from the Board of Statutory Auditors requests for information or clarification on the above alleged violations.

Convening by the Board of Directors or the Board of Statutory Auditors. The Supervisory Board may:

a) be convened at any time by both the Board of Directors and the Board of Statutory Auditors;

b) require consultation with these bodies should it deem it appropriate to report on matters relating to the operation and effective implementation of the Model, or in relation to specific situations.

Request for information and reporting flows. To ensure a smooth and efficient flow of information, as well as for the full and proper performance of its duties, the Supervisory Board is also entitled to request clarification or information directly from Recipients.

The aforementioned reporting activity is documented through minutes and kept in the Supervisory Board’s records (in the minutes book of the Supervisory Board), in compliance with the principle of confidentiality of the data and information contained therein, as well as with the regulatory provisions regarding personal data processing. The documentation in question must be kept and protected by the Supervisory Board, which will be able to determine the related procedures by means of specific provisions contained in its Regulations.

3.5 Information flows to the Supervisory Board

3.5.1 Information flows. Legislative Decree No. 231/2001 states, among the requirements that the Model shall meet, the establishment of specific disclosure obligations vis-à-vis the Supervisory Board by the Company’s Functions, intended to allow the same Supervisory Board to fulfil its supervisory and audit activities.

The information flows have been defined according to the following categories:

a. on a periodic basis: information flows (previously identified by the Supervisory Board and formally requested by the latter to the individual Functions/Departments) related to instrumental processes and activities at risk of crime;

b. on an event basis: any information, data, news and document providing exemptions and/or exceptions to the company procedures (previously identified by the Supervisory Board);

c. occasionally: any other information, of any nature whatsoever, concerning the implementation of the Model in the areas of activity at risk of crime, as well as compliance with the provisions of Legislative Decree No. 231/2001, which may be useful or necessary for the performance of the activities of the Supervisory Board (see reporting system below).

The details of the information flows to the Supervisory Board, including their frequency, types and responsible persons, are set out in the Supervisory Board Information Flows Matrix, to which reference is made for any further information.

3.5.2. In addition to the above information, the following information shall necessarily be submitted to the Supervisory Board with regard to:

a. provisions and/or information from the judicial police, or any other Public Authority which (i) concern the involvement of the Company or members of the Board of Directors or the Board of Statutory Auditors or so-called “Senior Management” (see section 2.4, letter c), i.e. Directors, Managers, Agents or Attorneys-in-Fact reporting directly to the Board of Directors or to the Managing Director, and/or (ii) indicate the conduct of investigations, including against unknown persons, in relation to the Crimes, including those not covered by this Model (pending any subsequent update thereof). This shall be without prejudice to any confidentiality and secrecy obligations imposed by law;

b. requests for legal assistance put forward by Employees (also including Directors and Managers, as defined in article 2.4, letter b) in the event of judicial proceedings for the Crimes, including those not covered by this Model (pending any subsequent update thereof);

c. changes in the system of proxies and powers of attorney, amendments to the Articles of Association or substantial changes to the Company’s governance and senior management functions;

d. the outcome of any action, including disciplinary action, taken as a result of a written report from the Supervisory Board as referred to in letter c) of article 3.5.4 below, concerning a confirmed violation of the Model (i.e. disciplinary sanctions, dismissal provisions and the related reasons, etc.);

e. reporting of serious injuries (manslaughter or serious or very serious culpable personal injuries, and, in any event, any injury with a prognosis of more than 40 days) suffered by Company’s Employees, collaborators and, more generally, by all those who have access to the Company’s premises;

f. alleged violations of the Code of Ethics or the Model sent to the Company without using the Reporting Channel.

3.5.3 Methods

The Supervisory Board, with the support of the Company, agrees and formally defines the methods for the transmission of such information flows. The Company shall communicate the operating procedures and dedicated channels for the transmission of the information flows to the Functions/Departments responsible for sending them, by means of specific internal communications and as part of the periodic training activities on Legislative Decree No. 231/2001 and the provisions of the protocols.

3.5.4 Retention and Archiving

All information and documentation, including the reports provided for by the Model and the reports received by the Supervisory Board shall be kept by the same Supervisory Board in a dedicated archive set up at the Company’s headquarters (with exclusive access by the members of the Supervisory Board only, except where external technical assistance is required) and kept for 10 years, unless otherwise provided by law.

3.6 Reporting System to the Supervisory Board

3.6.1 Reporting Channel to the Supervisory Board. For the purposes set out in letter d) of the preceding article 3.4, all Recipients shall report to the Supervisory Board any information relating to conduct that may constitute a violation of the provisions of the Decree and/or the Model, as well as specific circumstances that may give rise to an offence (the “Reports”).

Therefore, the Recipients shall be informed of the possibility of submitting Reports to the Supervisory Board by means of:

• post to the following address: ODV Dolce & Gabbana S.r.l., Via Goldoni 10, 20129 Milan;
• email to the following address: ODV231_DG@dolcegabbana.it

Only the Supervisory Board shall have access to such system for the receipt of Reports (the “Reporting Channel” or the “Reporting System” to the Supervisory Board).

3.6.2 Confidentiality and Secrecy. In particular, the Reporting System to the Supervisory Board must ensure the highest level of confidentiality of the Recipients submitting Reports (the “Reporting Persons” or the “Reporting Person”) in order to prevent any form of retaliation, discrimination or unfair penalisation against them.

3.6.3 Processing of Personal Data

In addition to the confidentiality and secrecy with which the Supervisory Board shall perform its functions and verification and investigation activities following the Reports (where it does not intend to dismiss them because they are not relevant or consistent with the purposes of its functions), it is understood that the Supervisory Board shall process any personal data contained in the Reports in compliance with the provisions of the applicable laws and best practices concerning the processing and protection of personal data (i.e. the GDPR – EU Regulation 2016/679, as well as the so-called Privacy Code – Legislative Decree No. 196/2003).

3.6.4 Examination of Reports. Once the Reports have been received through the Channel, including in anonymous form, the Supervisory Board shall:

a) assess the relevance and consistency of each Report;

b) summon both the Reporting Person (unless the Report is anonymous) and the alleged perpetrator or perpetrators of the violation for clarification or to obtain any further information;

c) carry out all checks and investigations necessary to verify the grounds of the Report;

d) establish the grounds of the Report and the resulting violation of the Model, for the purpose of initiating the disciplinary and/or sanctioning actions provided for in the following Section IV (i.e. the Sanctions System);

e) promptly inform, in hierarchical order:

i) the Board of Directors, in the event of violations committed by one or more members of the Board of Statutory Auditors;

ii) the Board of Statutory Auditors, in the event of violations committed by one or more members of the Board of Directors;

iii) the non-involved members of the Board of Directors, in the event of violations committed by one or more of its members;

iv) the Managing Director in the event of violations committed by Senior Management, such as Managers or collaborators reporting directly to the Board of Directors or to the Managing Director;

v) the Human Resources & Organization Department, in the event of violations committed by the remaining Company personnel.

3.6.5 Prohibition of Retaliation or Discrimination.

The Company shall:

a) protect Reporting Persons against, and refrain from, any form, whether direct or indirect, of retaliation, discrimination or penalisation (e.g. the imposition of disciplinary sanctions, demotion or reassignment to lower-level duties, dismissal, transfer, secondment or any other organisational measure having direct or indirect adverse effects on the employment relationship) for reasons arising, directly or indirectly, from the Report. This shall be without prejudice to any measures adopted by the Company for the protection and safeguarding of the Reporting Person;

b) ensure the confidentiality and anonymity of the Reporting Person, without prejudice to any legal obligations and the protection of the rights of the Company or of persons who have been wrongly and/or maliciously accused

3.7 Whistleblowing Reporting Channel

In compliance with and pursuant to EU Directive 2019/1937, as provided for in the whistleblowing procedure supplementing the Code of Ethics and the Model pursuant to Legislative Decree No. 231/2001, the Company has established a dedicated reporting channel (online: https://whistleblowing.dolcegabbana.it) available and accessible to its Employees, collaborators and any third party, including suppliers, sub-suppliers and their employees or former employees.

In particular, in accordance with the provisions of Confindustria’s Operational Guidelines on Whistleblowing (see: https://public.confindustria.it/repository/2025/03/27015946/Guida-Operativa-Whistleblowing.pdf), this whistleblowing procedure provides that all Reports (always relevant or pertinent pursuant to the aforementioned legislation) shall be examined by a Reporting Committee composed of a member of the Internal Audit Function (formally responsible for the process), a member of the Legal Department (i.e. Legal Counsel), a member of the Security Division (the “Internal Members”), and an external party acting as the platform manager with operational functions (the “Platform Manager”).

In the event that Reports directly concern the Internal Audit Function, the Security Division or the Legal Counsel, an Alternative Committee is also provided for, composed solely of the Platform Manager and one of the Internal Members who is not affected by or involved in the Report.

In this context, where whistleblowing Reports concern violations of Legislative Decree No. 231/2001, the Model pursuant to Legislative Decree No. 231/2001 or the Code of Ethics, the Supervisory Board shall:

a) receive the Report from the aforementioned Committee (through the designated member of the Internal Audit Function) or from the Platform Manager (in the event of activation of the Multidisciplinary Team as described above);

b) be immediately informed of Reports relevant for the purposes of Legislative Decree No. 231/2001, so that, in the performance of its supervisory activities, it may share any observations it may have and participate in the investigation or, in any event, monitor its progress;

c) receive periodic updates through the Reporting Committee (i.e. from its member of the Internal Audit Function) on the overall management of Reports, including those not relevant for the purposes of Legislative Decree No. 231/2001, in order to verify the functioning of the whistleblowing system and propose to the Reporting Committee or the Platform Manager any improvements that may be necessary.

The Company has adopted an internal regulatory instrument entitled “PROCEDURE FOR THE MANAGEMENT OF WHISTLEBLOWING REPORTS”, which defines the principles and rules, as well as the roles and responsibilities, within the whistleblowing report management process, in compliance with EU Directive 2019/1937 on the protection of persons who report breaches of Union law, as transposed into Italian law by Legislative Decree No. 24/2023.

Section Four

4. System of sanctions

4.1 Introduction

In general, the definition of a system of sanctions, applicable in the event of violation of the provisions of this Model and the principles of the Code of Ethics, constitutes a necessary condition to ensure the effective implementation of the Model.

In particular, it should be noted that, taking into account the nature of the relationship with the person responsible for the established alleged violation, the relevant disciplinary proceedings:

a) are commensurate with the relevance and seriousness of the charge (i.e. the established violation), as well as with the role and responsibilities of the person involved;

b) are entrusted to the Company and the competent corporate Functions/Departments (e.g. the HR Department for Employees and the Board of Statutory Auditors for the entire Board of Directors).

The sanction procedure falls in any case under the responsibility of the relevant function and/or corporate bodies.

Furthermore, sanctionable conduct consists of intentional or negligent violations of the provisions of the Model (including corporate directives, procedures or instructions) that, in the most serious cases, are such as to undermine the relationship of trust that must necessarily exist between the Recipient and the Company (including, without limitation, obstructing the institutional activities of the Supervisory Board and/or access to the information and documentation requested for the implementation of the Model, actions aimed at circumventing, including indirectly, the control systems provided for by the Model, and the removal, destruction or alteration of documentation in order to evade the control system provided for by the Model).

In this context, the sanctions provided for the different types of Recipients are set out below.

4.2 Sanctions against Directors and the Board of Directors

The Company attaches particular importance to violations of the Model and the Code of Ethics committed by members of the Board of Directors, as the Company’s highest governing body. Such conduct is of particular significance in view of the senior role held by the Directors, who are responsible for safeguarding, consolidating and promoting the Company’s ethical principles and values, while also serving as an example and point of reference for all those who, at any level, work for the Company and the Dolce & Gabbana Group.

In any event, pursuant to Article 2392 of Italian Civil Code, the Directors shall be liable vis-à-vis the Company for any damage arising from failure to comply with the duties imposed on them by law and the Articles of Association, where they have failed to act with the diligence required by the nature of their office and their specific expertise.

In particular, the Board of Directors:

a) shall be competent to assess violations of the Model committed by one or more Directors and to adopt the most appropriate sanctions against them;

b) upon prompt written notification from the Supervisory Board, shall resolve, having heard the opinion of the Board of Statutory Auditors, by an absolute majority of those present, excluding the Director or Directors who committed the violations of the Model in question;

c) in compliance with the principles of gradation and proportionality in relation to the seriousness of the violations and the subjective element (negligence or intent, in their various forms), shall adopt an appropriate sanction deemed suitable, including:

i) a formal written warning;

ii) the total or partial removal of the proxies or powers of attorney granted (including where such proxies or powers of attorney did not facilitate the violation in question);

iii) the convening of the Company’s shareholders’ meeting for the possible adoption of a resolution to remove the relevant Director from office (and, where applicable, appoint a replacement).

The Board of Statutory Auditors:

a) shall be competent to assess violations of the Model committed by the Board of Directors as a whole (i.e. all its members) and, consequently, to adopt the most appropriate sanctions;

b) upon prompt written notification from the Supervisory Board[1], shall take all consequent initiatives deemed necessary.

4.3 Sanctions against Members or the Entire Board of Statutory Auditors

In the event of violations of the Model by one or more members of the Board of Statutory Auditors,

a) the Supervisory Board shall inform[1], without delay, the Board of Directors and the other members of the Supervisory Board;

b) the Board of Directors (with or without the other members of the Board of Statutory Auditors) may, also in accordance with the provisions of the Articles of Association, adopt any appropriate measures (including convening the shareholders’ meeting and taking any further action required by law), as well as the sanctions deemed most appropriate, including, in particular, removal for just cause.

4.4 Sanctions applicable to employees

4.4.1. Introduction.

In general, the Model constitutes a set of rules with which all Employees (a term which, for these purposes, also includes Managers, including Senior Management) must comply. This also applies pursuant to Articles 2104 and 2106 of the Italian Civil Code and the National Collective Labour Agreements (“CCNLs”) applied[1] by the Company to all its Directors, Managers and Employees.

For this reason, any conduct by Employees in violation of the Model and its implementing procedures constitutes a disciplinary offence and, as such, may be subject to disciplinary proceedings pursuant to Article 7 of Law No. 300/1970 (the “Workers’ Statute of Rights”) and the applicable[2] CCNLs, according to the relevant employment classification and without prejudice to all the rights of defence provided for therein.

4.4.2 Managers

Compliance with the Model and the Code of Ethics by the Company’s Managers is essential, in view of their employment relationship with the Company, which is based on a high degree of professionalism and trust, as well as on the need for them to serve as a model and example of integrity and fairness for their respective collaborators and all Employees of the Company. Consequently, violations of the Model by such persons shall, in the most serious cases and following disciplinary proceedings as referred to in section 4.4.1 above, result in dismissal for just cause.

In any event, in compliance with the principles of gradation and proportionality, taking into account the seriousness of the alleged conduct and the subjective element (intent or negligence, in their various forms), the Company may, including by imposing precautionary suspension from service, but not from pay, for the entire duration of the disciplinary proceedings, adopt:

a) the non-termination sanction (even if not provided for by the applicable CCNL for Managers) of a formal written warning;

b) the revocation of any bonus, MBO or other variable remuneration, whether or not related to the violation of the Model;

b) the activation of any clawback clauses in respect of bonuses, MBOs or variable remuneration already paid;

c) the termination sanction of dismissal for just cause, without notice, where the violations of the Model established are so serious as to make it impossible to continue the employment relationship, even temporarily.

Revocation of Proxies and Powers of Attorney.

Where the Board of Directors has previously granted proxies or powers of attorney to the Manager in respect of whom the disciplinary proceedings referred to above have been initiated, upon notification by the Supervisory Board or the HR Director, the Board of Directors may also order the temporary or permanent revocation of such proxies or powers of attorney, depending on the nature of the position or the relevant corporate function.

Where the Manager is also a Director or otherwise a member of the Board of Directors, reference is made to section 4.2 supra.

4.4.3 Employees

With the exception of the provisions set out in the preceding section 4.4.2, a violation of the Model and the Code of Ethics by an Employee constitutes a breach of the duty of diligence (and, as the case may be, of the principles of loyalty and fidelity that should always govern the relevant employment relationship with the Company) required by the nature of the functions, role and duties assigned by the Company.

In this context, subject in all cases to the prior notification of the disciplinary charge in accordance with Article 7 of the Workers’ Statute of Rights and the CCNL applicable[3] to the Company and with due regard for the right of defence, the Company may initiate disciplinary proceedings against Employees and impose sanctions commensurate, in particular, with the seriousness of the disciplinary charge, the subjective element, the employee’s corporate role and duties, the degree of responsibility and autonomy, and any recidivism provided for by the applicable CCNL.

Once the violation of the Model or the Code of Ethics has been established, in the most serious cases and where the relevant conditions are met, the Company may:

a) revoke any bonus, MBO or variable remuneration, whether or not related to the violation of the Model;

b) activate any clawback clauses in respect of bonuses, MBOs or variable remuneration already paid;

c) impose the termination sanction of dismissal for just cause, without notice, where the violations of the Model established are so serious as to make it impossible to continue the employment relationship, even temporarily;

d) temporarily or permanently revoke all or part of the proxies and powers of attorney granted to the Employee (see mutatis mutandis section 4.4.2 “Revocation of Proxies and Powers of Attorney”).

[1] As well as any company-level or territorial collective agreements.

[2] See the preceding footnote

[3] See note above.

4.5 Sanctions for Third Parties and External Collaborators

A serious or repeated violation of the principles of the Model and the Code of Ethics by third parties with whom the Company has collaborative relationships (e.g. collaborators, consultants, suppliers, contractors, brokers, intermediaries, agents, etc.) shall result in the termination of any contractual relationship, in accordance with the specific clauses in force or, in the absence thereof, with or without notice, depending on the violation established and challenged.

In such cases, without prejudice to any action taken independently by the Company or its corporate Functions/Departments, with the relevant information flow to the Supervisory Body, the latter shall promptly inform the Board of Directors so that any appropriate action or sanctioning measure may be taken.

4.6 Measures against the Supervisory Board

In the event of a violation of the Model or the Code of Ethics or, in any event, where serious negligence or lack of due competence on the part of the Supervisory Board in the performance of its functions or activities referred to supra (and, in particular, in overseeing the proper implementation of and compliance with the Model) has been established, the Board of Directors may, having heard the opinion of the Board of Statutory Auditors, take any appropriate measures, including the possible removal from office of some of its members or of the Supervisory Body as a whole.

5. Communication and Dissemination of the Model

The Company, aware of the importance of training and information activities from a prevention perspective, defines a communication and training plan designed to ensure the dissemination to the Recipients of the main contents of the Decree and of the obligations arising therefrom, as well as of the provisions of the Model and the principles of the Code of Ethics.

The information and training activities offered to Employees are organised by providing different levels of in-depth analysis according to the involvement of personnel in the activities at risk of crime.

In any event, the training activities aimed at disseminating knowledge of Legislative Decree No. 231/2001 and the provisions of the Model shall differ in terms of content and methods of dissemination depending on the qualifications of the Recipients, the level of risk of the area in which they operate and whether or not they perform functions involving the representation and management of the Company.

The mandatory training activities, under the responsibility of the Human Resources Department, involve the entire workforce, as well as all the resources that shall join the business organisation in the future.

In this regard, the related training activities shall be planned and actually provided both at the time of recruitment, and in the event of any changes in duties, as well as a result of updates and/or amendments to the Model.

With regard to the dissemination of the Model within the corporate environment, the Company undertakes to:

i) send a communication to all employees concerning the successful adoption and update of this Model;

ii) publish the Model and the Code of Ethics, as well as the attached protocols, on the company intranet, in the section DG For You/Employee TookKit/Europe/Italy/Policy and Procedures/D.Lgs. 231/01 and/or any other means of communication deemed appropriate;

iii) organise training activities aimed at disseminating knowledge of Legislative Decree No. 231/2001 and of the provisions of the Model, as well as plan training sessions for employees when the Model in updated and/or amended, in the most appropriate way.

In any event, the training activities aimed at raising awareness of the regulations pursuant to Legislative Decree No. 231/2001 and the provisions of the Model adopted shall vary their content and methods according to the Employee’s qualification, the risk level of the area in which they operate and whether or not the same hold Company representation duties.

The documentation relating to the information and training activities shall be kept by the Human Resources & Organization Department, and made available for consultation of the Supervisory Board and anyone authorised to examine it.

The Company also promotes awareness of the Code of Ethics and of the Model among all third parties (e.g. suppliers, business and financial partners, contractors, consultants, collaborators in various capacities, customers, etc.), to whom both documents are made available through online consultation on the Company’s website.

In particular, all contracts with suppliers, contractors, consultants and business partners include a specific clause according to which they declare that they have read the Code of Ethics and the Organisation, Management and Control Model adopted by the Company pursuant to Legislative Decree 231/2001 and to have accepted the same, which are available on the website at https://world.dolcegabbana.com/it/corporate/codice-etico”. These subjects agree to the principles set forth in the Organisation, Management and Control Model and Code of Ethics adopted by the Company and undertake to observe the provisions and inspiring principles and, in general, to refrain from any conduct designed to constitute the offences envisaged in the Legislative Decree 231/01 and referred to in the aforementioned Model.

6. Adoption and update of the Model

The adoption and effective implementation of the Model will, by express provision of law, be the responsibility of the Board of Directors. It follows that the power to adopt any updates to the Model falls, therefore, within the responsibility of the Board of Directors, which shall exercise it by resolution in the manner required for its adoption.

The updating activity, understood both as supplementation and amendment, is aimed at ensuring the adequacy and suitability of the Model, evaluated according to its function of preventing crimes under Legislative Decree No. 231/2001.

Conversely, it is incumbent upon the Supervisory Board to actually assess a need for or the appropriateness of updating the Model, by promoting this need to the Board of Directors. The Supervisory Board, within the scope of the powers granted to it in accordance with Article 6, paragraph 1, sub-paragraph b) and Article 7, paragraph 4, sub-paragraph a), of the Decree, is responsible for submitting proposals for the updating and adaptation of this Model to the Board of Directors.

The Model shall be promptly amended and supplemented by the Board of Directors, including at the request of and in any event subject to consultation with the Supervisory Board, upon occurrence of the following:

a) variations and circumvention of the provisions of the Model that have demonstrated its ineffectiveness or inconsistency for the purpose of preventing the crimes;

b) significant changes to the internal structure of the Company and/or the procedures for the business performance;

c) regulatory changes.

Any amendments, updates and additions to the Model shall be reported to the Supervisory Board.

The operating procedures adopted in the implementation of this Model are modified by the relevant Functions/Departments, with the preliminary evaluation of the Internal Audit function, for the purposes of the proper implementation of the provisions of the Model. The relevant Functions/Departments also take care of the necessary changes or additions to the procedures required in order to implement any revision of this Model.

The Supervisory Board must be constantly informed by the corporate Functions as to the update of the existing procedures and the implementation of new procedures.