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Model 231

DEFINITIONS

For the purposes of the Organisation, Management and Control Model, unless otherwise specified, the terms listed below have the meaning given to each of them below:

Code of Ethics: document containing the ethical principles that inspire the Company in carrying out its activities.
Whistleblowing Decree: Legislative Decree March 9, 2023 no. 24 implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report violations of Union law and on the protection of persons who report violations of national legal provisions.
Decree 231: Legislative Decree 8 June 2001, n. 231, entitled "Regulation of the administrative liability of legal persons, companies and associations, including those without legal personality, pursuant to art. 11 of Law of 29 September 2000, n. 300”, published in the Official Journal no. 140 of 19 June 2001, as well as subsequent amendments and additions, including Law 146/2006 which in art. No. 10 refers to its application.
Recipients: subjects to whom this Organizational Model is addressed and who are required to comply with it.
Entity (or Company): legal person, company or association, even if it does not have legal personality. In this Organizational Model: Roberto Cavalli S.p.A. (hereinafter referred to as the "Company" or "Cavalli").
Business Function: Function responsible for carrying out specific activities or performing certain acts in relation to one or more Processes at Risk.
Whistleblowing Manager: person(s) responsible for receiving and managing Internal Reports for the purposes of this procedure, appointed in accordance with art. 4 paragraph 2 of the Whistleblowing Decree, as better defined in the Whistleblowing Procedure;
Organisational Model: Organisational, Management and Control Model adopted by the Company, as provided for in Articles 6 and 7 of Decree 231, as an organic set of principles, rules, provisions, organisational schemes and related tasks and responsibilities, aimed at preventing the crimes referred to in Decree 231. In particular, the "Organizational Model" means, jointly, the General Section, the Special Sections and the Protocols.
Supervisory and Control Body (SB): Body provided for by art. 6 of Decree 231, with the task of supervising the functioning and observance of the Organizational Model, as well as taking care of its updating.
Principles of Conduct: general principles of conduct, set out in the Special Section and in the Protocols, which the Recipients must comply with in carrying out the activities set out in the Organizational Model.
Whistleblowing Procedure: procedure prepared by the Company in implementation of the Whistleblowing Decree, in order to fulfil all the obligations contained therein and containing all the information required on the reporting channel, procedures and assumptions for making both internal and external reports.
Processes at Risk: business processes or phases thereof, the performance of which could give rise to unlawful conduct (crimes or administrative offences) referred to in Decree 231.
Protocol (PT): specific procedure, containing the operating methods and the subjects involved in the Processes at Risk.
Crimes: crimes or administrative offences which, if committed, may result in the administrative liability of Roberto Cavalli S.p.A. pursuant to Decree 231.
Report: communication concerning the reasonable and legitimate suspicion or awareness of Violations.
Disciplinary System: set of sanctioning measures against Recipients who commit Violations.
Third Parties: all parties "external" to the Company who have contractual relationships with the Company (for example, consultants, suppliers, customers and partners).
Top Management (so called Apex Subjects): President, Attorney General and other members of the Board of Directors.
Violation: term defined in the Whistleblowing Procedure and, more generally, all conduct, acts and omissions consisting of relevant unlawful conduct pursuant to Decree 231 or non-compliance with the Organizational Model.

Terms defined in the singular are also understood in the plural where the context requires it and vice versa.

The definitions in this Article and in this document shall also apply when used in the Special Section and in the Protocols.

DOCUMENT STRUCTURE

The purpose of this document is to illustrate the constituent elements of the Organizational Model of Roberto Cavalli S.p.A..

It consists of four sections, the contents of which are summarised below.

Section I

It is aimed at illustrating the contents of Decree 231 and subsequent amendments and additions, in order to provide all Recipients of the document with an overview of the regulatory system within which the Company's Organizational Model is inserted.

Section II

Describes the structure of the Organisational Model and defines its contents: description of the Company, adoption, identification of risky activities, methods for managing financial flows within the Company, characteristics and functioning of the Supervisory Body, information flows, training and information activities and methods for updating the Organisational Model itself.

Section III

Sets out the Disciplinary System to be activated with regard to Recipients who do not comply with the rules of conduct contained in the Organisational Model.

Section IV

Contains the Special Section and the Protocols that must be observed in order to eliminate or, at least, reduce to an acceptable level the risk of conduct constituting one of the crimes whose commission may result in the application of the sanctions provided for by Legislative Decree 8 June 2001, n. 231 and subsequent amendments and additions.

Annexes

Annex 1 - Catalogue of Administrative Offences and Crimes
Annex 2 - Code of Ethics
Annex 3 - List of Information Flows to the Supervisory Body

SECTION I

1. LEGISLATIVE DECREE 231/2001

Legislative Decree 8 June 2001, n. 231 has introduced into the Italian legal system a system of administrative liability of entities.

The issuance of Decree 231 is part of a national legislative context of implementation of international obligations.

The original text, referring to a series of crimes committed against the public administration, has been supplemented by subsequent legislative provisions that have expanded the list of offences whose commission may result in the administrative liability of the Entity. In addition, the Law 146/06 provides for the liability of the Entity in the event of the commission of certain crimes (so-called Transnational crimes).

The liability of the Entity – similar to criminal liability – arises in connection with the commission, by a person linked by a functional relationship with the Entity itself, of one of the Crimes specifically provided for by Decree 231.

The liability of the Entity may exist if the Crimes are committed in its interest or to its advantage, while it is not classifiable in the event that the perpetrator of the same has acted in his own exclusive interest or in the interest of third parties.

The functional relationship that binds the perpetrator of the Crime to the legal person may be one of representation, subordination or collaboration, within the limits provided for by Decree 231.

If the perpetrator of the Crime is a natural person who performs functions of representation, administration, management or control of the Entity or of one of its organizational units with financial and functional autonomy, as well as a person who exercises, even de facto, the management and control of the Entity, a presumption of liability is established against the latter. This is in consideration of the fact that the natural person expresses, represents and implements the management policy of the Entity.

There is no presumption of liability on the part of the Entity if the perpetrator of the Crime is a person subject to the direction or supervision of one of the subjects referred to in the previous sentence, so that, in this case, the act of the subject entails the liability of the Entity only if it appears that its implementation was made possible by the failure to comply with the obligations of management and supervision.

The (administrative) liability of the Entity is additional to the (criminal) liability of the natural person and not a substitute for the same. From the substantial autonomy of this liability derives the circumstance that the Entity is called upon to answer for the crime even if the perpetrator has not been identified or cannot be charged, or if the crime is extinguished for reasons other than amnesty. The criminal liability of the natural person remains governed by ordinary criminal law.

The Legislator has provided for a sanctioning system that is characterized by the application to the legal person of a sanction, usually a pecuniary one.

In addition to the financial penalty, in some cases, interdictory sanctions may also be applied, such as the prohibition from carrying out the activity, the suspension or revocation of authorizations, licenses or concessions functional to the commission of the offence, the prohibition of contracting with the Public Administration, the exclusion from concessions, loans, contributions or subsidies, the possible revocation of those already granted, the prohibition of advertising goods or services.

In addition to the above-mentioned sanctions, pecuniary and disqualification, there is the confiscation (always ordered with the conviction) of the price or profit of the crime (also "by equivalent") and, in certain cases, the publication of the sentence of conviction.

The Legislator has also provided that such interdictory measures - if there are serious indications of liability of the Entity and there are well-founded and specific elements that make it possible to believe that there is a real danger of committing offences of the same nature - can be applied, at the request of the Public Prosecutor, also as a precautionary measure, already in the investigation phase.

Upon the occurrence of specific conditions, the Judge, when applying an interdictory sanction that would result in the interruption of the Entity's activity, has the right to appoint a commissioner to supervise the continuation of the activity itself, for a period that corresponds to the duration of the interdictory penalty that would have been applied.

Foreign companies operating in Italy are also subject to the discipline set out in Decree 231, regardless of whether or not there are rules governing the same matter in their country of origin.

2 CRIMES THAT DETERMINE THE ADMINISTRATIVE LIABILITY OF THE ENTITY

The crimes from which administrative liability may result for the entity (so-called "liable crime") are expressly indicated in Decree 231 and in certain regulatory provisions that have broadened their scope:

undue receipt of disbursements, fraud to the detriment of the State, a public body or the European Union or for the achievement of public disbursements, computer fraud to the detriment of the State or a public body and fraud in public supplies (art. 24 Lgs. Decree 231/2001);
computer crimes and unlawful processing of data (art. 24-bis Lgs. Decree 231/2001);
crimes of organized crime (art. 24-ter Lgs. Decree 231/2001);
Embezzlement, bribery, undue inducement to give or promise benefits, corruption and abuse of office (art. 25 Lgs. Decree 231/2001);
forgery of coins, public credit cards, revenue stamps and instruments or signs of identification (art. 25-bis Lgs. Decree 231/2001);
crimes against industry and commerce (art. 25-bis.1 Lgs. Decree 231/2001);
corporate crimes (art. 25-ter Lgs. Decree 231/2001);
crimes with the aim of terrorism or subversion of the democratic order (art. 25-quarter Lgs. Decree 231/2001);
practices of mutilation of the female genital organs (art. 25-quarter.1 Lgs. Decree 231/2001);
crimes against the individual personality (art. 25-quinquies Lgs. Decree 231/2001);
market abuse (art. 25-sexies Lgs. Decree 231/2001);
culpable homicide and grievous or very grievous bodily harm committed in violation of the rules on accident prevention and health and safety at work (Art. 25-septies Lgs. Decree 231/2001);
receiving stolen goods, money laundering and use of money, goods or utilities of illicit origin as well as self-laundering (art. 25-octies Lgs. Decree 231/2001);
offences relating to non-cash payment instruments (art. 25-octies.1 Lgs. Decree 231/2001);
offences relating to copyright infringement (art. 25-novies Lgs. Decree 231/2001);
inducement not to make statements or to make false statements to the judicial authority (art. 25-decies Lgs. Decree 231/2001);
environmental crimes (art. 25-undecies Lgs. Decree 231/2001);
employment of illegally staying third-country nationals (Art. 25-duodecies Lgs. Decree 231/2001);
racism and xenophobia (art. 25-terdecies Lgs. Decree 231/2001);
fraud in sports competitions, abusive gaming or betting and games of chance carried out by means of prohibited machines (art. 25-quaterdecies Lgs. Decree 231/2001);
tax offences (art. 25-quinquedecies of Lgs. Decree 231/2001);
smuggling (art. 25-sexiesdecies Lgs. Decree 231/2001).

Furthermore, Law 146/2006, while not making a further amendment in the body of Legislative Decree no. 231/2001, extended the liability of entities also to cases of commission of so-called transnational crimes.

The description of the individual conducts relevant for the purposes of criminal law is referred to Annex 1 - Catalogue of Administrative Offences and Crimes.

3. ORGANIZATION, MANAGEMENT AND CONTROL MODELS

Decree 231 provides for a specific form of exemption from liability for the Entity if:

the management body adopted and effectively implemented, before the crime was committed, "organisational, management and control models" suitable for preventing Crimes;
the task of supervising the functioning and observance of the models, as well as ensuring that they are updated, has been entrusted to a body of the entity with autonomous powers of initiative and control;
the persons who committed the crime acted by fraudulently circumventing the above-mentioned organisational, management and control models;
there has been no omission or insufficient supervision on the part of the body referred to in point (b) above.

The Organisational Model is the set of rules, set out in the Special Section and in the Protocols, both of a behavioural nature ("Principles of Conduct") and of control, the observance of which - in the performance of activities within the Processes at Risk- makes it possible to prevent unlawful, incorrect or irregular conduct.

Failure by the Recipients to comply with the Organisational Model, the Code of Ethics and/or the Whistleblowing Procedure is subject to sanctions. To this end, the Organizational Model also consists of a Disciplinary System, provided for and illustrated in this document.

4. CONFINDUSTRIA'S GUIDELINES

In preparing this document, the Company has been inspired by the Confindustria Guidelines.

It is understood that the decision not to adapt the Organizational Model to some of the indications set out in the Confindustria Guidelines does not affect its validity. The Organisation, Management and Control Models, in fact, must be drawn up with reference to the concrete reality of the Company.

SECTION II

5. COMPANY OVERVIEW

5.1 HISTORY AND ACTIVITY OF ROBERTO CAVALLI S.P.A.

Roberto Cavalli S.p.A. (hereinafter referred to as the "Company") is one of the leading Italian fashion companies, known worldwide and operating in the marketing, both wholesale and retail, of clothing and accessories for women, men and children. It also operates in the development of licensed productions in various product areas.

5.2 THE CORPORATE FUNCTIONS OF ROBERTO CAVALLI S.P.A.

The following are the Corporate Functions through which the Company operates:

IT
Legal
HR
Finance
Marketing
Licensing
Franchising
Product / Production
Omnichannel
Design
Sales
Operations and Sales Administration
E-commerce
Retail
Store planning
Merchandising
Atelier
Showroom
Wholesales

Each of the Functions listed above employs resources with the operational know-how required by the specific field of activity and coordinated by a responsible figure appointed for this purpose by the Company.

5.3 CODE OF ETHICS

Cavalli has a Code of Ethics in force (Annex 2) which defines the values that inspire the Company in carrying out its activities.

The Code of Ethics contains the ethical principles and rules of conduct that the Company's Top Management, Employees, all those who work in the name or on behalf of the Company as well as Third Parties are required to comply with and/or share.

The provisions of the Organisational Model are inspired by the ethical principles and rules of conduct contained in the Code of Ethics and are integrated and compatible with the same.

5.4 PURPOSE AND STRUCTURE OF THE ORGANIZATIONAL MODEL

The adoption of an Organizational Model in line with the provisions of Decree 231 and in particular of Articles 6 and 7, together with the issuance of the Code of Ethics, was undertaken in the conviction that such an initiative may also constitute a valid tool to raise awareness among the Recipients, so that they, in the performance of their activities, adopt correct and straightforward conduct, such as to prevent the risk of the commission of the liable crime.

More specifically, the purpose of the Model is to:

set up a structured and organic prevention and control system, aimed at reducing the risk of committing crimes related to the company's activities and preventing/combating any illegal conduct;
create, in all those who operate in the name and/or on behalf of the Company, especially in the "areas of activity at risk", the awareness of being able to incur, in the event of violation of the provisions set forth therein, an offence liable to sanctions, possibly including criminal sanctions, and which may also entail sanctions for the Company;
inform the Recipients that the violation of the provisions contained in the Model to which they are required to comply will result in the application of appropriate sanctions and, in the most serious cases, in the termination of the contractual relationship;
reiterate that the Company does not tolerate unlawful conduct, of any kind and regardless of any purpose, as such conduct (even if the Company were apparently in a position to take advantage of them) is in any case contrary to the ethical principles to which the Company intends to comply.

The Organizational Model prepared by the Company is aimed at defining a preventive control system, aimed primarily at planning the formation and implementation of the Company's decisions in relation to the risks/crimes to be prevented, and is composed in particular of:

the Code of Ethics, which identifies the primary values to which the Company intends to comply and therefore sets out the general guidelines for the company's activities;
an up-to-date, formalised and clear organisational system, which guarantees an organic allocation of tasks and an adequate level of segregation of functions;
Special Sections and Protocols of 231 aimed at regulating the performance of activities, in particular with regard to processes at risk, by providing appropriate control points, as well as the separation of duties between those who perform crucial phases or activities within these processes;
a clear attribution of authorization and signature powers, consistent with organizational and managerial responsibilities;
control measures, relating, in the first place, to the potential commission of predicate crimes, capable of providing timely reporting of the existence and occurrence of situations of general and/or particular criticality.

6. RECIPIENTS

This Organizational Model is intended to:

Chairman, Attorney General and other members of the Board of Directors (Top Management);
employees or other persons - whatever their relationship with the Company is- subject to the direction or supervision of one of the above-mentioned subjects.

Compliance with the requirements of Decree 231, as well as compliance with the principles of conduct indicated in the Code of Ethics, is also required of Third Parties through the provision – where possible – of specific contractual clauses.

7. ADOPTION OF THE ORGANIZATIONAL MODEL BY THE COMPANY

The Company – as part of the already existing preventive control system – has put in place the activities necessary to adapt this control system according to the provisions of Decree 231.

With the adoption of the Organisational Model, the Company has set itself the objective of adopting a set of Principles of Conduct and operating methods aimed at planning the formation and implementation of decisions in relation to the crimes to be prevented, in compliance with the system of attribution of functions and delegation of powers, as well as internal procedures.

The Special Section and the Protocols, intended as rules to be followed by the Recipients, are added to the entire organisational complex of Roberto Cavalli S.p.A. (procedures, organizational charts and system of attribution of powers) and are integrated and compatible with the same.

The Organisational Model, in its first revision, was adopted by the Company's Board of Directors with resolution of 26 January 2016.

Amendments or additions to the Organizational Model must be approved by the Company's Board of Directors.

For non-substantial changes, the Board of Directors will appoint a delegated person who may avail himself of the opinion of the Supervisory Body. Such changes will be communicated to the management body and ratified by it or possibly supplemented or modified at the first available meeting. The pending ratification does not invalidate the amendments adopted in the meantime.

7.1 IDENTIFICATION OF PROCESSES AT RISK

Art. 6(2)(a) of Decree 231 expressly provides that the Organisational Model must "identify the activities in the context of which crimes may be committed". Therefore, the Company has analysed the company's activities, the processes of formation and implementation of decisions within the individual business areas as well as the internal control systems.

In particular, within the framework of the above-mentioned activities, Cavalli, with the support of external consultants, ensured the following:

identifying the business activities in the context of which Administrative Offences and Crimes could be abstractly committed;
analysing the potential risks of offences as well as the possible ways in which they may be committed;
identifying the subjects and company functions concerned;
defining and, if necessary, adapting the internal control system.

7.2 DETECTION AND IDENTIFICATION OF ACTIVITIES AT RISK

At the end of the checks referred to in paragraph 7.1 above, the Company has identified the business activities or phases thereof in the context of which Crimes and/or Administrative Offences may be abstractly committed (hereinafter the " Processes at Risk").

In order to identify the Processes at Risk, the Company – with the support of external consultants – has implemented the following activities:

examination of official company documentation;
detailed mapping of the company's operations, articulated on the basis of the Company's organizational units and carried out through interviews and survey questionnaires;
detailed analysis of each individual activity, aimed at verifying the precise contents, the concrete operating methods, the division of competences, as well as the existence or non-existence of each of the hypotheses of crime indicated by Decree 231.

Specifically, the Processes at Risk in the context of which Crimes may in abstract terms be committed are set out below:

commercial;
Purchasing;
marketing;
management of the company's information system;
stylistic ideation;
corporate obligations;
retail;
environmental management;
legal;
administration, finance and control;
selection, recruitment and management of human resources;
management of the System aimed at verifying the fulfilment of the requirements for the prevention of accidents in the workplace and, in general, of risks to the health and safety of workers;
management of tax compliance;
management of financial resources;
extraordinary transactions.

With reference to the above-mentioned Processes at Risk, the following categories of Crimes are abstractly applicable:

crimes committed in relations with the Public Administration (art. 24 and 25);
computer crimes and unlawful processing of data (art. 24 bis);
crimes of organized crime (art. 24-ter);
counterfeiting of coins, public credit cards, revenue stamps and instruments or signs of identification (art. 25 bis);
crimes against industry and commerce (art. 25-bis.1);
corporate crimes (art. 25-ter);
crimes with the aim of terrorism or subversion of the democratic order (art. 25-quater);
crimes against the individual personality (art. 25-quinquies);
culpable homicide and grievous or very grievous bodily harm (art. 25-septies);
receiving stolen goods, money laundering and use of money, goods or utilities of illicit origin, as well as self-laundering (art. 25-octies);
offences relating to non-cash payment instruments (art. 25-octies.1);
offences relating to copyright infringement (art. 25-novies);
inducement not to make statements or to make false statements to the judicial authority (art. 25-decies);
environmental crimes (art. 25-undecies);
tax offences (art. 25-quinquiesdecies);
smuggling (art. 25-sexiesdecies);
transnational crimes (L. 146/2006).

The Company, in relation to the corporate activity carried out, considers the following Crimes not applicable:

practices of mutilation of the female genital organs (art. ‘25 quater. 1);
market abuse crimes (art. 25-sexies);
employment of illegally staying third-country nationals (Art. 25-duodecies);
racism and xenophobia (art. 25-terdecies).

The Company undertakes to carry out continuous monitoring of its activities, both in relation to the crimes listed above and in relation to possible amendments and additions to Decree 231.

7.3 DESIGN OF ORGANIZATIONAL AND PROCEDURAL SAFEGUARDS

Pursuant to the provisions of art. 6, paragraph 2, of the Decree, the Organizational Model must, among other things, "provide for specific protocols aimed at planning the formation and implementation of the entity's decisions in relation to the crimes to be prevented".

The aforementioned provision highlights the need to establish – or improve where existing – specific mechanisms for the procedural management and decision-making, in order to make the various phases of each business process documented and verifiable.

It is therefore clear that the set of organisational structures, activities and operating rules applicable - as indicated by the management - within the company must be prearrangedto this specific objective, with the intention of guaranteeing, with reasonable certainty, the achievement of the purposes falling within an adequate and efficient risk monitoring system, including that of incurring the sanctions provided for in Decree 231.

The existing organizational structure is inspired by the following principles:

verifiability, documentability, coherence and congruence of each operation
separation of functions (no one can manage all the steps of a process independently)
documentation of controls
introduction of an adequate sanctioning system for violations of the rules and procedures set out in the Organisational Model
identification of a Supervisory Body characterized by autonomy and independence, professionalism and continuity of action

8. DISSEMINATION, COMMUNICATION AND TRAINING

Adequate training and constant/periodic information of personnel on the principles and prescriptions contained in the Organizational Model are factors of great importance for the correct and effective implementation of the company prevention system.

The Recipients are required to have full knowledge of the objectives of fairness and transparency that are intended to be pursued with the Organizational Model and of the methods through which the Company has intended to pursue them, preparing an adequate system of procedures and controls.

8.1 INITIAL COMMUNICATION

The adoption of the Organisational Model with its annexes and the Whistleblowing Procedure is communicated to all Recipients at the time of adoption. Newly recruited resources are given an information set containing this document "Organization, management and control model pursuant to Legislative Decree no. 231/2001" with its annexes and the Whistleblowing Procedure. The delivery of the aforementioned documents shall be evidenced by mechanisms - including computerised ones - capable of proving their actual receipt; in compliance with current labour law, the Model may be posted in a place accessible to all.

8.2 COMMUNICATION RELATING TO ANY CHANGES TO THE ORGANIZATIONAL MODEL

Any changes to the Organizational Model must be communicated to the Recipients, with an illustration of the amendments themselves, by means of mechanisms - including computerised ones - designed to prove the effective and conscious receipt of the communication.

8.3 TRAINING

The training activity aimed at disseminating knowledge of the legislation referred to in Decree 231 and Whistleblowing is differentiated, in terms of content and methods of delivery, according to the qualification of the recipients, the level of risk of the area in which they operate and whether or not they have representative functions of the Company.

In particular, the level of training and information of the Company's personnel will have a greater degree of in-depth analysis with regard to those who operate in the areas of activity at risk.

In addition to specific courses, the training also includes the use of dissemination tools, such as, for example, occasional update e-mails or internal information notes.

In any case, following the formal adoption of the Organizational Model by the Board of Directors, a general introductory course will be held aimed at illustrating the regulatory framework, the reference principles of the Organizational Model, the disclosure obligations and the rules of conduct to be followed in areas at risk.

The training programme may be carried out in such a way as to, inter alia, bring all personnel up to date on new developments and additions to the legislation and the Organizational Model.

For new hires working in the areas of activity at risk, specific training sessions will be provided, subject to agreement with the relevant hierarchical manager.

Compulsory participation in the training sessions will be formalised by requesting, also electronically if necessary, an attendance signature.

Failure to participate without justified reason may be assessed by the Company as a violation of the Organizational Model.

The SB is assigned the task of verifying that the corporate functions put in place initiatives for the dissemination of knowledge and understanding of the Organizational Model. Within the scope of its powers, the SB may provide for specific controls, also on a sample basis or by means of assessment/self-evaluation tests, aimed at verifying the quality of the content of training programmes and the actual effectiveness of the training provided.

In order to create an appropriate awareness of the purposes and protections recognised by the Whistleblowing Decree, as well as a culture of integrity and responsibility within the Company, the latter organises training sessions for staff aimed at disseminating knowledge of the regulations referred to in the Whistleblowing Procedure, and in particular on the issues exposed to all internal staff (including the regulations on the processing of personal data).

The Company ensures that the Reports received are treated in an appropriate manner and in accordance with the applicable provisions and will therefore ensure that the Reporting Manager is adequately trained and updated, in particular with reference to:

regulatory aspects;
procedures and assumptions;
general principles and behaviour.

The SB is assigned the task of verifying that the Company Functions implement initiatives for the dissemination of knowledge and understanding of the Organizational Model.

8.4 INFORMATION TO THIRD PARTIES

Cavalli promotes the knowledge and observance of Decree 231, the Organizational Model and the Whistleblowing Procedure also among Third Parties.

Therefore, the General Section of the Organisational Model, the Code of Ethics and the Whistleblowing Procedure are brought to the attention of Third Parties by publication on the Company's website. In addition, contracts with Third Parties must include – where possible – contractual clauses by virtue of which the Third Party undertakes to comply with the principles of Decree 231 and the Code of Ethics.

9. SUPERVISORY AND CONTROL BODY

9.1 ROLE OF THE SUPERVISORY BODY

The Company's Board of Directors, in implementation of the provisions of Decree 231, has establishedthe Supervisory Body (SB), which is entrusted with the task of supervising the functioning and observance of the Organizational Model, as well as ensuring that it is updated through the formulation of suggestions and proposals for adapting the Organizational Model to the Board of Directors and the subsequent verification of their implementation. Therefore, the Supervisory Body of Cavalli is responsible for the supervisory and control activities provided for in the Organizational Model.

The appointment of the SB, as well as any revocation (for just cause), are the responsibility of the Board of Directors, to which the SB reports directly.

According to the provisions of the Decree (art. 6 and 7) and the indications contained in the Report accompanying Decree 231, the characteristics of the SB must be:

Autonomy and independence
Professionality
Continuity of action

1. Autonomy and independence

The requirements of autonomy and independence guarantee the effective fulfilment of the tasks and functions assigned to the SB. To this end, it is necessary that the Supervisory Board is not directly involved in the management activities that constitute the object of its control activities, nor is it hierarchically subordinate to those who carry out these activities.

These requirements can be achieved by guaranteeing the SB the highest hierarchical independence, providing for reporting to the Company's Top Management, i.e. to the Chairman, the Attorney General and the other members of the Board of Directors.

2. Professionality

The SB must possess technical and professional skills appropriate to the functions it is called upon to perform. These characteristics, combined with independence, guarantee objectivity of judgment.

3. Continuity of action

The SB must:

constantly work on the supervision of the Organizational Model with the necessary investigative powers, also with the support of external consultants;
take care of the implementation of the Organizational Model and ensure that it is constantly updated;
not perform operational tasks that may affect the overall view of the company's activities required of it.

9.2 COMPOSITION AND APPOINTMENT OF THE SUPERVISORY BODY

The SB remains in office for the period defined by the management body in the deed of appointment and may be re-elected.

The replacement of one or more members of the SB before the expiry of the mandate may only take place for just cause or justified reason, meaning as such, by way of example:

the voluntary renunciation by the SB;
supervening incapacity due to natural causes;
the occurrence of one of the causes of ineligibility, forfeiture, suspension and revocation referred to in paragraph 10.3 below.

The Board of Directors of the Company establishes, for the entire duration of the office, the annual remuneration due to the Supervisory Body.

The Supervisory Body is assigned an annual budget, established by resolution of the Board of Directors, so that the SB itself can carry out its tasks in full autonomy, without limitations that may arise from insufficient financial resources at its disposal. In any case, the Supervisory Body may request from the Board of Directors additional resources in addition to the endowment fund, useful to allow its normal operation and the carrying out of the analyses and investigations deemed necessary to verify the adequacy of the Organizational Model.

In the event of forfeiture, suspension or revocation of a member of the Supervisory Body, the Board of Directors shall reinstate its composition.

In any case, the SB is considered dismissedif the majority of the members are absent due to resignation or other causes. In this case, the Board of Directors appoints the new members.

In the event of the appointment of a multi-subject Supervisory Body, the SB will provide for self-regulation through a specific Regulation, accompanied by rules aimed at ensuring its best functioning. The adoption of these Regulations shall be brought to the attention of the Board of Directors at the first available meeting.

9.3 CAUSES OF (IN)ELIGIBILITY, REVOCATION, FORFEITURE AND SUSPENSION OF THE SUPERVISORY BODY

Ineligibility and forfeiture

Without prejudice to the assessment by the Board of Directors as indicated below, those who may not assume the role of members of the Supervisory Body, if appointed, shall lose their office if:

have family relations within the second degree or marriage (or situations of de facto cohabitation comparable to marriage) with members of the Board of Directors and the Board of Statutory Auditors, as well as with top management of the Company;
are in conflicts of interest, including potential ones, with the Company and/or its subsidiaries such as to jeopardize the independence required by the role and duties of the Supervisory Body;
own, directly or indirectly, shareholdings of such an extent as to entail control or significant influence over the Company, also pursuant to Article 2359 of the Italian Civil Code;
perform administrative functions with proxies or executive positions at the Company;
are in the legal condition of being disqualified, incapacitated, bankrupt or sentenced to a punishment entailing disqualification, even temporary, from public office or incapacity to exercise executive office;
are subject to personal preventive measures ordered by the judicial authority, without prejudice to the effects of rehabilitation;
have been convicted by an irrevocable judgment, without prejudice to the effects of rehabilitation: 1. for the commission of one of the crimes referred to in Decree 231; 2. imprisonment for one of the offences provided for in Title XI of the Book V of the Civil Code or for one of the offences provided for in the Bankruptcy Law; 3. imprisonment for a period equal to or greater than two years for any non-negligent crime;
have been convicted of a criminal offence or other sanctioning measure in foreign countries for offences corresponding to those referred to above.

For the purposes of applying the provisions of this paragraph, a conviction shall also be understood as the one pronounced pursuant to Article 444 of the Code of Criminal Procedure, without prejudice to the effects of the judicial declaration of extinction of the crime pursuant to Article 445, paragraph two, of the Code of Criminal Procedure.

It will be the responsibility of the SB to promptly notify the Board of Directors of any causes of forfeiture.

If one of the above-mentioned grounds for disqualification occurs, the Board of Directors, having carried out the appropriate investigations, having heard the person concerned and the other members of the Supervisory Board, and after hearing the opinion of the Board of Statutory Auditors, must adopt, by absolute majority, the measures it deems appropriate until the member's forfeiture is declared.

In the event that the SB is also composed of members belonging to the Board of Statutory Auditors, the prior hearing of the Board of Statutory Auditors must be held only with regard to those members of the Board who are not members of the SB.

The resolution of forfeiture must be communicated to the Shareholders' Meeting at the earliest possible opportunity.

Suspension

The following are grounds for suspension from the function of member of the Supervisory Body:

conviction with a non-final sentence for the crimes referred to in letter g) among the causes of ineligibility and forfeiture;
be provisionally subject to one of the measures provided for in Article 10(3) of the Law 31 May 1965, no. 575, as replaced by Article 3 of Law no. 19 March 1990, no. 55, and subsequent amendments and additions.

Should one of the above-mentioned causes of suspension occur, the Board of Directors, having carried out the appropriate investigations, after hearing the interested party and the other members of the SB, after consulting the Board of Statutory Auditors, must adopt by an absolute majority the measures it deems appropriate until the declaration of suspension of the member.

The suspension resolution must be communicated to the Shareholders' Meeting at the earliest possible opportunity.

Revocation

The following are grounds for revocation from the function of member of the Supervisory Body, by way of example but not limited to:

significant non-compliance with the mandate conferred, with regard to the tasks indicated in the Organizational Model;
violation of the obligations set out in the SB Regulations, where adopted;
absence from three or more meetings, even if not consecutively, without justified reason within twelve consecutive months;
the occurrence of circumstances such as to seriously and justifiably impair the independence or autonomy of judgment of the member;
an irrevocable sentence of conviction of the Company pursuant to Decree 231 or a sentence applying the penalty at the request of the parties, which has become final, where it appears from the documents an "omitted or insufficient supervision" on the part of the SB, in accordance with the provisions of art. 6, paragraph 1, letter d) of Decree 231;
an irrevocable sentence, without prejudice to the effects of rehabilitation, or a final sentence applying the penalty at the request of the parties, except in the case of extinction of the crime, issued against one of the members of the SB for having committed one of the crimes provided for by Decree 231;
breach of confidentiality obligations.

Should one of the above-mentioned causes of revocation occur, the Board of Directors, having carried out the appropriate investigations, after hearing the interested party and the other members of the SB, after obtaining the opinion of the Board of Statutory Auditors, must adopt by an absolute majority the measures it deems appropriate until the revocation of the member is declared.

The revocation resolution must be communicated to the Shareholders' Meeting at the earliest possible opportunity.

In the event that the SB is also composed of employees of the Company, the dismissal of the employee who is part of the SB, for the entire duration of the assignment and for the six months following the termination of the same, as well as for resignation, may only take place for just cause or justified reason pursuant to the law, and will be, in the latter two cases, duly motivated. The termination of the employment relationship with the Company of the internal subject, for whatever reason, determines the simultaneous forfeiture of the office of member of the SB, unless otherwise resolved by the management body.

9.4 ACTS OF VERIFICATION OF THE EFFECTIVENESS AND CONSTANT ADAPTATION OF THE ORGANIZATIONAL MODEL AND INTERVENTION PLAN

The SB must periodically verify the effectiveness and suitability of the Organizational Model to prevent the commission of the offences referred to in Decree 231. In particular, the following checks are planned:

checks on individual acts. To this end, it will periodically carry out an audit of the acts and contracts relating to the processes at risk, in accordance with procedures identified by itself;
checks on the Special Section and the Protocols. To this end, it will periodically verify the effectiveness and implementation of the Special Section and the Protocols of this Organizational Model;
checks on the level of knowledge of the Organizational Model, also through the analysis of requests for clarification or information received;
periodic updating of the Risk Assessment activity aimed at reviewing the map of potentially activities at risk, in particular in the presence of changes in the Company's organization or business, as well as in the event of additions or amendments to Decree 231.

For the purpose of a planned exercise of the supervisory powers assigned, the SB annually submits its Intervention Plan to the Board of Directors, informing it of the activities it plans to carry out and the areas that will be subject to verification. In any case, the Supervisory Body may carry out, in the context of sensitive business activities and if it deems it necessary for the purpose of carrying out its functions, checks not provided for in the Intervention Plan (so-called "surprise checks").

In the implementation of the Intervention Plan, the SB adopts procedures useful for carrying out supervisory and control activities, which will be communicated to the departments concerned, and may set up working groups on particular issues. In the event of special circumstances (e.g., the emergence of previous violations), the SB will take care to apply systematic procedures for researching and identifying the risks under analysis.

In particular, it may request to consult the documentation relating to the activity carried out by the individual organizational units and by the persons in charge of the processes at risk subject to control and/or verification, possibly extracting a copy, as well as carrying out interviews and requesting, if necessary, written reports. In the course of these operations, it must keep the head of the organisational unit concerned informed at all times.

The SB, following the checks carried out, may indicate any observations and/or suggestions to the person in charge.

The activity carried out by the SB must be documented, even in summary form. The relevant documentation must be kept by the SB itself, so that its confidentiality is ensured, also in compliance with the legislation on the protection of personal data.

Following the checks carried out, the regulatory changes that have occurred from time to time as well as the possible emergence of new processes at risk, the SB proposes to the Board of Directors the adjustments and updates to the Organizational Model that it deems appropriate.

For the verification activity, the SB may avail itself of the support of external consultants with adequate expertise in the field.

9.5 INFORMATION FLOWS TO THE SB

For the purposes of effective supervision of the implementation of the Organisational Model, the Recipients, by virtue of their role and responsibilities, are required to transmit information flows to the Supervisory Body as indicated in the Organisational Model and summarised in Annex 3 "List of Information Flows to the Supervisory Body" (hereinafter the "Information Flows").

The Information FLows can be submitted in the following ways:

to the e-mail address: odv@robertocavalli.com
to the postal address: Roberto Cavalli S.p.A., to the attention of the Supervisory Body, P.zza San Babila, 3, 20122, Milano (MI)

In any case, the SB is granted all the powers pursuant to the Organizational Model to request any information, data, document, or news from the Recipients at any time. The Recipients must provide the SB without delay with what is requested.

The principle also remains that any information or news that may be considered relevant under the Organisational Model must be forwarded to the SB without delay.

In addition to the Information Flows as indicated in the Organizational Model, the Company's Top Management is required to communicate to the Supervisory Body:

any change concerning both the system of proxies and the organizational structure of the Company;
the Company's extraordinary corporate transactions;
any new business activity;
any information relevant to the compliance, operation and updating of the Organizational Model.

9.5.1 ARCHIVING

All Information Flows sent to the SB are processed and stored by the SB in a special computer and/or paper archive kept in accordance with the provisions of European Regulation 2016/679 on the protection of personal data (GDPR).

9.6 REPORTING VIOLATIONS - WHISTLEBLOWING

The Recipients of the Organizational Model who decide to make a Violation Report must comply with the procedures set out in the Whistleblowing Procedure.

In particular, Internal Reports can be made in the following ways:

through the IT platform: EQS Integrity Line https://robertocavalli.integrityline.com
in oral form: 1. Voice messaging system available on the platform at the following link: https://robertocavalli.integrityline.com 2. by means of a request to arrange a direct meeting with the reporting manager sent through the IT platform or by any suitable means to ensure receipt. The request must not indicate the reasons or other references related to the subject of the report. The meeting must be arranged within a reasonable time.

The prohibition of retaliation is provided for by art. 17 of the Whistleblowing Decree, which is intended to be referred to in its entirety herein. Acts taken in violation of this prohibition are null and void.

9.7 INFORMATION FROM THE SUPERVISORY BODY TO THE CORPORATE BODIES

The SB reports directly to the Board of Directors on issues relating to the Organizational Model.

The SB informs, also in writing, the Board of Directors of the application and effectiveness of the Organisational Model at least annually (indicating in particular the checks carried out and their outcome, as well as any updating of processes at risk), or at different times with reference to specific or significant situations.

The SB may be convened by the Board of Directors to report on its activities and may request to confer with it.

The SB may also request to be heard by the Board of Directors whenever it deems it appropriate to promptly report on Violations of the Organizational Model or request attention to critical issues relating to the functioning of and compliance with the Organizational Model itself. In case of necessity and/or urgency, the SB may confer directly with the Chairman or the Attorney General of the Board of Directors.

The SB is responsible for providing the appropriate clarifications in the presence of interpretative problems or questions relating to the Organizational Model.

9.8 RELATIONS WITH THE BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS

The Supervisory Body periodically convenes meetings with the Board of Statutory Auditors and the Independent Auditors during which it examines the main activities carried out within the scope of their respective competences and any findings that may have emerged. The company departments interested in the issues under analysis may be invited to these meetings.

10. FINANCIAL RESOURCES MANAGEMENT METHODS

Article 6, paragraph 2, letter c) of Decree 231 requires the identification of the methods for managing financial resources suitable for preventing the commission of crimes. Therefore, the Company has deemed it appropriate, in addition to the Organizational Model, to issue a Protocol 231 Monetary and Financial Flows which regulates for each individual type of transaction the parties involved and the related powers, the tools adopted and the links with the administrative/accounting system

SECTION III

11. DISCIPLINARY SYSTEM

11.1 GENERAL PRINCIPLES

This Disciplinary System is adopted pursuant to art. 6, second paragraph, letter e) and art. 7, paragraph four, letter b) of Decree 231.

The Disciplinary System is aimed at sanctioning Violations, including those ascertained following reporting (as described in the Whistleblowing Procedure).

The Disciplinary System has been prepared in accordance with the provisions of art. 7 of Law 300/1970 and subsequent amendments and additions. (Workers' Statute), the National Collective Labour Agreements (CCNL) applied to employees and the regulatory and contractual provisions.

The imposition of disciplinary sanctions for Violations is irrespective of the possible institution of criminal proceedings and the outcome of the consequent trial for the commission of one of the Crimes.

11.2 SCOPE OF APPLICATION

The Disciplinary System applies to all Recipients of the Organizational Model, and in particular to:

Employees (middle managers and white-collar workers);
Executives;
Top Management;
Third Parties.

11.3 VIOLATIONS OF THE ORGANIZATIONAL MODEL

Sanctions may be applied in the event of violations consisting of:

Violations;
failure to comply with the Code of Ethics and/or the Whistleblowing Procedure;
Violations constituting, directly or indirectly, a Crime;
failure to participate, without justified reason, in the training provided in accordance with Decree 231, Organizational Model and Code of Ethics;
the lack of or untruthful evidence of the activity carried out in relation to the methods of documentation, storage and control of the documents, so as to prevent the transparency and verifiability thereof;
failure to comply with and/or circumvent the control system, carried out through the removal, destruction or alteration of supporting documentation, or in carrying out activities aimed at preventing the persons in charge and the SB from controlling or accessing the requested information and documentation;
failure to comply with the provisions relating to the powers of signature and the system of proxies;
violation of the obligations to provide information to the SB;

The list of cases is by way of example and not exhaustive.

11.4 GENERAL CRITERIA FOR THE IMPOSITION OF SANCTIONS

In the event of a Violation, the type and extent of the specific sanctions will be applied in proportion to the seriousness of the Violations and, in any case, taking into account the elements listed below:

subjective element of the conduct, depending on intent or negligence
relevance of the breached obligations
level of hierarchical and/or technical responsibility
presence of aggravating or mitigating circumstances with particular regard to professionalism, previous work experience, the circumstances in which the act was committed and any recurrence
possible sharing of responsibility with other parties that contributed to the failure
behaviours that may compromise, even potentially, the effectiveness of the Organisational Model

If several offences have been committed in a single act, punishable by different sanctions, the most serious penalty will be applied.

Any imposition of disciplinary sanctions, regardless of the possible initiation of proceedings and/or the outcome of any criminal proceedings, must be, as far as possible, inspired by the principles of timeliness.

In any case, the ownership and exercise of disciplinary power or the exercise of contractual rights must be exercised in compliance with the system of proxies and powers of attorney in force.

11.5 PENALTIES FOR EMPLOYEES (EXECUTIVES – CLERICAL WORKERS)

Pursuant to the combined provisions of art. 5, letter b) and 7 of Decree 231, without prejudice to the prior objection and the procedure prescribed by art. 7 of Law 20 May 1970 no. 300 (c.d. Workers' Statute), the following sanctions may be applied, taking into account the general criteria mentioned above, against employees (middle managers and white-collar workers): 1. Verbal warning

The sanction of a verbal warning may be imposed in cases of slight shortcomingsor non-compliance with the Organizational Model, the Code of Ethics and/or the Whistleblowing Procedure.

2. Written warning

The sanction of a written warning may be imposed in the case of misconduct or non-compliance more serious than that which leads to the application of the verbal warning or in the case of recidivism by the employee in offences punishable individually by the sanction of a verbal warning.

3. Fine

In addition to cases of recidivism in the commission of offences that may result in the application of the written warning, the fine may be imposed if more serious misconduct or non-compliance is detected than those that result in the application of the written warning, for an amount of up to 4 (four) hours of the basic salary.

4. Suspension from pay and duty

The sanction of suspension from pay and duty may be imposed in cases of serious violations of the provisions of the Organisational Model, the Code of Ethics and/or the Whistleblowing Procedure or in cases of recidivism in the commission of offences which may result in the application of a fine. Suspension from pay and duty may be applied for a maximum of 10 (ten) days.

5. Dismissal with notice

The sanction of dismissal with notice may be imposed in the event of non-compliance with Decree 231 or failure to comply with the provisions of the Organizational Model, the Code of Ethics and/or the Whistleblowing Procedure that is particularly serious, in cases of recidivism in the commission of non-compliance which may result in the application of suspension from pay and duty or other infringements provided for by the CCNL.

6. Dismissal without notice

The sanction of dismissal without notice may be imposed for non-compliance with Decree 231 or non-compliance with the provisions of the Organizational Model, the Code of Ethics and/or the Whistleblowing Procedure so serious as to break the relationship of trust with the Company and therefore not allow the continuation of the employment relationship, even temporarily, or other infringements provided for by the CCNL.

If employees have a power of attorney with the power to represent the Company externally, the imposition of the sanction may result in the revocation of the power of attorney itself.

Precautionary measures, including suspension, may also be ordered in the course of disciplinary proceedings.

11.6 PENALTIES FOR EXECUTIVES

Pursuant to the combined provisions of art. 5, letter b) and 7 of Decree 231 and of the current laws and contracts, the following sanctions may be applied to managers, observing the general criteria for imposition, including formal ones (written objection and request for justifications):

1. Written warning

The sanction of a written warning may be imposed in the event of more serious offences or violations of the rules than those entailing the application of a verbal warning, or in the event of recidivism by the employee in offences punishable individually by a verbal warning.

2. Dismissal with notice

The sanction of dismissal with notice may be imposed for non-compliance with Decree 231 or failure to comply with the provisions of the Organizational Model, the Code of Ethics and/or the Whistleblowing Procedure that are particularly serious, or in cases of recidivism in the commission of infractions that may result in the application of suspension from pay and duty, or other infringements provided for by the CCNL

3. Dismissal without notice

If the executives have a power of attorney with the power to represent the Company externally, the imposition of a written censure may also result in the revocation of the power of attorney itself.

Precautionary measures, including suspension, may also be ordered in the course of disciplinary proceedings.

In the event that the Company decides to proceed with the dismissal, this will take effect from the day on which the precautionary suspension began.

11.7 SANCTIONS FOR THE TOP MANAGEMENT

Non-compliance with Decree 231 or the provisions of the Organisational Model, the Code of Ethics and/or the Whistleblowing Procedure by the Company's Top Management is reported to the Board of Directors, which will take the most appropriate measures. The sanctions applicable to the Company's Top Management include: the revocation of the proxy, power of attorney and/or assignment conferred on the person concerned and, if he or she is also linked to the Company by an employment relationship, the sanctions referred to in paragraphs 12.5 and 12.6 above may be imposed.

Regardless of the application of the protective measure, however, the Company has the right to bring liability and/or compensation actions.

11.8 VIOLATIONS AND PENALTIES FOR THIRD PARTIES

The Company believes that any conduct carried out by Third Parties that may involve the risk of committing one of the Crimes is to be censured. Therefore, the conducts consisting of:

failure to comply with the principles contained in the Company's Code of Ethics relating to the subject of the assignment;
conduct directed at the commission, or in any case constituting, a relevant offence pursuant to Decree 231;
in the other cases consisting of behavioural offences identified in the Whistleblowing Procedure,

could constitute a violation of the contractual obligations undertaken, with all legal consequences, and therefore entail - in the most serious cases and in accordance with the contractual provisions - termination of the contract and/or revocation of the assignment as well as compensation for any damages suffered by the Company.

SECTION IV

12 SPECIAL SECTION

ANNEXES

Annex 1 - Catalogue of Administrative Offences and Crimes

Annex 2 - Code of Ethics

Annex 3 - List of Information Flows to the Supervisory Body