CODE OF ETHICS

CALZIFICIO M. BRESCIANI

SPIRANO ITALY

Foreword

The present document defines the values and principles of conduct of Calzificio M. Bresciani SRL (hereinafter simply referred to "Calzificio Bresciani" or also "Bresciani") and in order to ensure proper operation, reliability of management, compliance with the law and the image of the Company itself. This Code is the expression of a company context where the primary objective is to satisfy, in the best possible way, the needs and expectations of Calzificio M. Bresciani SRL's interlocutors and aims to recommend and promote a high standard of professionalism and prohibit any conduct that is in contrast not only with the regulatory provisions, relevant from time to time, but also with the values that the company intends to promote. Therefore, this Code of Ethics is aimed at drawing up behavioural protocols in order to avoid any involvement of the Company itself … in the possible conduct of criminal relevance pursuant to the laws in force. Under no circumstances can the belief that one is acting in the interest and/or to the advantage of Calzificio M. Bresciani SRL justify conduct that violates current laws, and the rules set forth in this Code. The Code of Ethics serves as a tool for ensuring reliability and protection, safeguarding the company’s assets and reputation, factors that are crucial to its success and to improving the social environment in which Calzificio M. Bresciani SRL operates.

Recipients

This document (the "Code") is intended to bind the behaviour of all those who, in Calzificio M. Bresciani, hold representative, administrative or managerial positions, or who exercise management and control, as well as all employees without exception, collaborators and anyone else who has business relations with Bresciani, directly or indirectly, permanently or temporarily, or who collaborates with it in the pursuit of the company's aims and objectives (the " Recipients"). This Code of Ethics is addressed to Calzificio M. Bresciani SRL Therefore, all those who perform, even de facto, management, administration, direction or control functions, employees, as well as consultants, collaborators, agents, proxies and, in general, all third parties who act on behalf of Calzificio M. Bresciani SRL and the latter's business partners, are bound to comply with the Code.

Article 1 - Scope of Application

The set of ethical principles, values and rules of conduct set out in this Code must inspire the activities of allthose with whom the company comes into contact in the course of its activities.Therefore, Calzificio M. Bresciani SRL undertakes to observe the principles of the Code both in internalrelations between the recipients and in relations between them and external parties, such as subsidiariesor affiliates (if any), business partners, customers and suppliers with whom it comes into contact in relationto the achievement of its objectives.To this end, the company undertakes to promote the widest possible dissemination even outside the Code,providing for a process of raising awareness of its contents.The Code also applies to the activities carried out by the Company abroad, while taking into account theexisting differences in regulatory, social, economic and cultural aspects.

The addressees of the Code are therefore obliged to:- know the rules contained in the Code of Ethics;- refrain from behaviors that are contrary to the Code of Ethics;- contact the administrative and control management of Calzificio M. Bresciani SRL for any clarificationsregarding the application of the Code of Ethics;

Likewise, the same bodies will be notified of any news, whether directly observed or reported by others,concerning possible violations of the rules of the Code of Ethics; any request made to them to violate theCode of Ethics.

Article 2 - Compliance with Laws

In carrying out their activities and in relations of any type and nature, all those who work for Calzificio M.Bresciani SRL are required to diligently comply with the rules, laws, directives, and national andinternational regulations and all generally recognised practices of the countries in which the company'sbusiness is carried out.

Article 3 - Canons of Conduct

Calzificio M. Bresciani SRL, in its business relations, is inspired by and observes the principles of honesty,fairness, moral integrity, transparency of information, efficiency, good management, mutual respect andrespect for individual personality.Therefore, for every relationship entertained, both inside and outside the Company, everyone, withoutdistinction, must condemn any form of unlawfulness, as the conviction of acting to the advantage ofCalzificio M. Bresciani SRL cannot in any way justify the adoption of behaviour that is in contrast with theprinciples and values of the Code of Ethics.Under no circumstances can the pursuit of Calzificio M. Bresciani SRL’s interests justify actions that do notalign with an honest course of conduct. Therefore Calzificio M. Bresciani SRL will not enter into or continueany kind of relationship with anyone who adopts behaviors deviating from what is established in the Codeof Ethics.

Article 4 - Liability

Each recipient of the Code of Ethics must carry out their work with professional commitment, making thebest use of available tools and assuming the responsibilities related to the commitments undertaken.

Article 5 - Image protection

The good reputation and/or image of Calzificio M. Bresciani SRL is an essential intangible asset.Recipients therefore commit to maintaining a dignified demeanour in accordance with the principles setforth in this Code of Ethics.

Article 6 - Gifts and Benefits

Practices of corruption, collusive behaviour, and direct or indirect solicitation through third parties forpersonal or career advantages, either for oneself or others, are strictly prohibited. In general, accepting,requesting, or promising money, gifts, or benefits of any kind to obtain undue advantages is forbidden.

In particular, it is never permitted to provide or offer, directly or indirectly, payments, material benefits, orother advantages of any kind to third parties, government representatives, public officials, or private andpublic employees, with the aim of influencing or compensating for an act within their office.

Acts of commercial courtesy, such as gifts or hospitality, are only allowed if they are of modest value andserve an exclusively promotional, advertising, or image-related purpose.

Additionally, accepting money from individuals or companies that are or intend to establish businessrelations with Calzificio M. Bresciani SRL is strictly prohibited.

Article 7 - Business Trips

Business trips must have an exclusively professional purpose and must not be considered as rewards of anykind.

Article 8 - Conflict of Interest

The recipients of the Code of Ethics must pursue the objectives and general interests of Calzificio M.Bresciani SRL in carrying out their duties and must refrain from activities, behaviors, and actions that areincompatible with the obligations related to their relationship with Calzificio M. Bresciani SRL.Therefore, the following are not permitted:- the pursuit of personal or third-party interests to the detriment of those of Calzificio M. Bresciani SRL;- the exploitation, in personal or third-party interest, of the name and reputation of Calzificio M. BrescianiSRL, as well as of the information acquired and business opportunities learned in the performance of itsduties;- the use, for purposes other than their own, of goods that the Recipients of the Code of Ethics have in theperformance of their duties.Recipients of the Code of Ethics must promptly report any situations in which they may have conflictinginterests with Calzificio M. Bresciani SRL.

Article 9 - Confidentiality

In compliance with applicable regulations, Calzificio M. Bresciani SRL maintains the utmost confidentialityregarding strategic or confidential information of its suppliers, partners, and third parties in general, fromwhom it expects the same conduct. It refrains from using confidential data unless expressly and knowinglyauthorized and always in strict compliance with current legislation (EU Regulation 2016/679). TheRecipients ensure maximum confidentiality on the news and information constituting the company assetsof Calzificio M. Bresciani SRL acquired during the performance of their duties.

Article 10 - Prevention of the Risk of Terrorism and Mafia Infiltration and Money Laundering

Calzificio M. Bresciani SRL rejects all forms of illegality, with particular reference to activities related to thefinancing of terrorism, criminal organisations, money laundering and self-laundering.The above is implemented by paying particular attention to the management of financial flows, ensuringtheir transparency within the company.

Article 11 - Protection of privacy

All information available to Calzificio M. Bresciani SRL is processed in compliance with confidentiality andthe privacy of the individuals concerned. Any investigation into personal beliefs, preferences, includingsexual, religious, and political, personal tastes, and private life is strictly prohibited.

Article 12 - Contributions and Sponsorships

The company may adhere to requests for contributions or sponsorship for events that have a high cultural,sporting or charitable value and offer guarantees of quality and seriousness.All initiatives must be lawful, transparent, and supported by adequate documentation.

Article 13 - Protection of Competition

Calzificio M. Bresciani SRL recognizes that fair, free, and honest competition is a key factor in growth andcontinuous improvement.The company is committed to diligently complying with laws on free competition.

Article 14 - Establishment and Maintenance of Business Relations

When entering into business relations with new customers and/or suppliers and in the management ofexisting ones, it is prohibited, on the basis of public and/or available information, in compliance with theregulations in force, to establish and maintain relations:- with persons involved in unlawful activities, in particular related to the offences provided for in LegislativeDecree 231/2001 and, in any case, with persons lacking the necessary requirements of seriousness andcommercial reliability;- with entities that, even indirectly, hinder human development and contribute to disrespect for humandignity and individual personality and/or violate fundamental human rights (e.g. by exploiting child labour,promoting migrant smuggling or sex tourism, etc.);- with parties who do not formally undertake - e.g. within a contractual framework - to comply with thelaws in force on tax, labour - with particular attention to child labour - and health and safety of workers, aswell as in general with all the principles laid down in this Code of Ethics.

Article 15 - Relations with Customers

Professionalism, competence, availability, respect, and fairness represent the guiding principles and thebehavioral style to be followed in relationships with customers.To protect the image and reputation of Calzificio M. Bresciani SRL, it is essential that relations withcustomers are marked:- full transparency and fairness;- compliance with the law;- Independence from any form of internal or external influence.Contracts and customer communications must be:- clear and simple;- compliant with current regulations, without resorting to elusive or otherwise unfair practices;- comply with the commercial policies of Calzificio M. Bresciani SRL (and any other subsidiary or associatedcompanies) and the parameters defined therein;- complete, so that no element relevant to the client's decision is overlooked.Violations of the principles established by the Code of Ethics in purchase contracts entail disciplinarysanctions. To this end, contracts must include specific clauses aimed at ensuring compliance with this Codeof Ethics.

Article 16 - Relations with Suppliers

The choice of suppliers and the purchase of goods and services are based on objective assessments ofcompetence, competitiveness, quality and price.In the context of relations with suppliers, those responsible for and involved in the purchasing process arerequired to:- respect for the principles of impartiality and independence in carrying out the tasks and functionsentrusted to it, acting on the basis of objective and verifiable criteria;- to remain free from personal obligations towards suppliers: any personal relationships of theadministrators and/or consultants with the suppliers must be reported to the head of the purchasing officebefore each negotiation.

Article 17 - Relations with external collaborators

Calzificio M. Bresciani SRL undertakes to verify the professionalism requirements of external collaborators,as well as the sharing of the principles and contents of the Code of Ethics.In selecting external consultants, the company undertakes to:- to adopt only objective evaluation criteria;- to include in consultancy contracts the confirmation that they have read the Code of Ethics and theexpress obligation to abide by its principles;- to only award fees that are adequately justified by the characteristics of the task to be performed.

Article 18 - Relations between Companies

Relations between Companies are understood to be all the factual and negotiating relations betweenCalzificio M. Bresciani SRL and its parent companies and/or subsidiaries and/or associates/partnerships.All relations must be managed in full compliance with applicable laws and regulations, and in accordancewith the principles set out in this Code.Intra-group relations must be based on the principles of transparency and fairness, cohesion andopportunity.

Article 19 - Relations with institutions

The relations entertained by Calzificio M. Bresciani SRL with national and international public institutions,as well as with public officials or persons in charge of a public service, are conducted in compliance with thelaws in force and with the principles defined in the Code of Ethics.It is not permitted to use or present false declarations or documents or ones certifying things that are nottrue, or to omit information in order to obtain, to the advantage or in the interest of Calzificio M. BrescianiSRL, contributions, financing or other disbursements however denominated granted by the State, a PublicEntity or the European Union.It is prohibited to mislead anyone by artifice or deception in order to procure an unfair profit for thecompany to the detriment of others. The violation of this prohibition is even more serious if the State or aPublic Entity is misled.The 'unfair profit' may be direct or indirect and include, in addition to contributions, financing and otherdisbursements granted by the State, a public body and the European Union, also tax evasion, concessions,authorisations, licences or other administrative acts.

Article 20 - Relations with the Judicial Authority

It is prohibited to exert pressure, of any kind, on the person called upon to make statements before theJudicial Authority, in order to persuade them not to testify or to provide false statements.It is forbidden to help those who have committed a criminal offence to evade the investigations of theAuthority. Furthermore, if contacted by the authorities, providing false testimony is strictly prohibited.

Article 21 - Relations with Public Supervisory Authorities

The company's relations with local, national and supranational Public Supervisory Authorities arecharacterised by full cooperation and transparency.Communications required by law, as well as the transmission of data and documents specifically requestedby the Public Supervisory Authorities, must comply with the principles of timeliness, transparency,truthfulness and completeness.It is forbidden to engage in any conduct that obstructs the exercise of functions by the Public SupervisoryAuthorities, including during inspections.It is also prohibited to provide contributions, advantages, benefits and gifts of any kind and amount toPublic Authorities and their officials, except in the cases provided for by law.

Article 22 - Transparency in accounting

Calzificio M. Bresciani SRL promotes compliance with the law and, in particular, the applicable regulationsconcerning the preparation of financial statements and all types of compulsory administrative accountingdocumentation.Every operation and transaction must be correctly executed, recorded, authorised, verifiable, legitimate,consistent and congruous.Accounting transparency is based on the truth, accuracy and completeness of the basic information for therelevant accounting records.Everyone is therefore obliged to cooperate in order to ensure that management facts are correctly andpromptly represented in the accounts.Adequate supporting documentation of the activity performed is kept on file for each transaction:- easy bookkeeping;- accurate reconstruction of the operation, also to reduce the likelihood of misinterpretation.Each record must reflect exactly what is shown in the supporting documentation.In particular, it is expressly prohibited to prevent or hinder the performance of control or audit activitieslegally assigned to shareholders, other corporate bodies or the statutory auditor.Those who become aware of omissions, falsifications, negligence in the accounts or in the documentationon which the accounting records are based, are obliged to communicate these facts.

Article 23 - Capital Transactions

It is forbidden:It is prohibited:- also by means of disguised conduct, return the members' capital payments or release them from theobligation to perform them, except in cases of legitimate reduction of share capital;- allocate profits, or pay-offs on profits, not actually achieved or intended for reserve, and/or distributeunavailable reserves;- carry out reductions in share capital, mergers, or demergers in breach of the legal provisions protectingcreditors;- fictitiously forming or increasing the capital of the Company, by allocating shares for an amount lowerthan their nominal value, reciprocal subscription of shares or quotas, significant overvaluation ofcontributions in kind or receivables;- to carry out any kind of illegal transaction on shares or company units;- any type of transaction which may cause damage to creditors;- any undue distribution of social assets by the liquidators.

Article 24 - Health, safety and environment

The protection of the environment and the protection of workers' health and safety are at the top ofCalzificio M. Bresciani SRL's priorities. Calzificio M. Bresciani SRL is committed to promoting and spreadingthe culture of safety and health of workers in the workplace, developing awareness of risk management,promoting responsible behaviour by all employees and collaborators, and preserving their health andsafety, especially through preventive actions.Those responsible for the activities supervise compliance with the preventive measures by the resourcesthey coordinate and take on board reports from employees for the improvement of safety and healthprotection.In no case is compliance with security measures subordinated to the interest in the completion of the workand adherence to the time schedule.Each company must inform all workers of the conditions imposed by law, and of its health and safetypractices and procedures.The employees and collaborators of Calzificio M. Bresciani SRL, in turn, seriously and scrupulously followthe safety provisions that concern them and make their non-compliant colleagues aware of them.Workers, in any case, have an obligation to report any unsafe action or condition to the designated personin charge.Any form of retaliation against workers who, in good faith, raise health and safety issues is strictlyprohibited.Calzificio M. Bresciani SRL, furthermore, will operate in such a way as to preserve and protect theenvironment, in compliance with all environmental legislation, as well as any further provisions andprocedures adopted by the same.

Article 25 - Harassment or mobbing in the workplace

Calzificio M. Bresciani SRL demands that no harassment or attitudes in any way referable to blackmail,undue psychological pressure or mobbing are tolerated in internal and external work relations, all of whichare, without exception, prohibited.In addition, any form of violence or harassment or sexual or related to personal, political, racial and culturaldiversity is prohibited.As previously stated, Calzificio M. Bresciani prohibits itself and its direct and indirect collaborators, as wellas customers, suppliers and consultants, from using any form of child labour, forced labor, or labour that isnot protected by safety, hygiene and trade union regulations.

Article 26 - Illegal or clandestine work and respect for working hours - fair wages

Calzificio M. Bresciani prohibits itself and its direct and indirect collaborators, as well as customers,suppliers and consultants, from using illegal or clandestine labour.Furthermore, the company undertakes to respect and enforce the applicable provisions on working hours,overtime, holidays and weekly rest, in accordance with the standards laid down by the civil, penal andcontractual regulations in force from time to time.It is also committed to respecting and enforcing the provisions for a fair wage and freedom of trade unionassociation.

Article 27 - Compliance with Customs Rules

Calzificio M. Bresciani undertakes to respect and enforce compliance with national, Community andinternational customs provisions, with particular regard to the regularity of all commercial operations interms of tax, commercial, financial and prohibition of money laundering and smuggling and counterfeiting.

Article 28 - Protection of Intellectual Property

Calzificio M. Bresciani constantly strives to protect its own and third parties' trademarks/patents andintellectual property in general.In particular, absolute secrecy shall be observed and enforced with regard to any kind of information,product, process or business practice relating to the products/brands owned by its principals.

Article 29 - Violations of the Code

Compliance with the provisions of this Code of Ethics is to be considered an essential part of thecontractual obligations of employees and collaborators pursuant to Article 2104 of the Civil Code.Any breach of the provisions of the Code of Ethics constitutes a breach of the obligations of theemployment relationship and/or a disciplinary offence, in accordance with the procedures laid down inArticle 7 of the Workers' Statute and the applicable collective bargaining agreement, with all legalconsequences, including with regard to the preservation of the employment relationship, and may lead tocompensation for damages arising therefrom.These disciplinary measures (imposed irrespective of the institution of criminal proceedings in the casesprovided for by law) may consist of sanctions of varying degrees and range from a warning or reprimand tosuspension of remuneration and, in the most serious cases, dismissal for just cause, without prejudice toany further remedies provided for by the employment contract applied.In the case of members of corporate bodies, the Board of Directors shall decide on the measure to betaken, commensurate with the seriousness of the breach.Compliance with this Code of Ethics must also be considered an essential part of the contractual obligationsof collaborators, consultants and third parties who have business relations with Calzificio M. Bresciani SRL.Any breach of the provisions contained therein shall damage the relationship of trust with Bresciani andmay constitute a breach of contractual obligations undertaken, with all legal consequences with regard tothe termination of the contract or the assignment conferred, and compensation for damages arisingtherefrom.

Article 30 - Final Provisions

The Code of Ethics is approved by the Administrative Body of Calzificio M. Bresciani SRL, which adopts itwith a specific resolution of its administrative body.