CODE OF ETHICS

Version dated [•] 2026

Approved by resolution of the Board of Directors on [•]

1. Introduction, purpose, and scope

This Code of Ethics of Alanui S.r.l. (hereinafter "Alanui" or the "Company") defines the values, principles, and rules of conduct that guide the Company in its activities relating to the design, development, production, sourcing, distribution, and communication of fashion garments and accessories, both in Italy and internationally.

The Code is adopted independently as an expression of Alanui's corporate culture and management style and does not constitute, nor replace, an organizational, management, and control model pursuant to Italian Legislative Decree No. 231 of June 8, 2001.

The Code constitutes a binding reference for company directors, officers, employees, and collaborators and, where applicable, for suppliers, agents, consultants, commercial partners, and other third parties with whom the Company conducts business.

Compliance with the principles and rules set out in the Code is a condition for establishing and continuing relationships with Alanui, in accordance with applicable laws, regulations, and internal procedures.

2. Definitions and Addressees

For the purposes of this Code, “Addressees” refers to company directors, officers, employees, collaborators, and any individual who, in any capacity, acts in the interest of or for the benefit of the Company.

The Code also applies to third parties with whom Alanui conducts business, through the inclusion of appropriate contractual compliance provisions and reference to the standards of conduct deemed essential.

The Company ensures that the Code is communicated to the Addressees and that they understand its content and related obligations, including through communication and training initiatives proportionate to their role and ethical-legal risk exposure.

3. Alanui's Activities

Alanui operates in the fashion industry, developing collections of clothing, accessories, and related products, managing their creation, development, and production, sourcing, marketing, and distribution through direct, indirect, and digital channels.

These activities involve relationships with a global supply chain, logistics facilities, points of sale, online platforms, and a creative ecosystem of designers, photographers, models, and media partners. In this context, the Company pursues competitive success by promoting responsible, transparent, and lawful conduct at every stage of the value chain.

4. Ethical Principles and Values

Alanui conducts its activities in accordance with the principles of legality, integrity, transparency, respect for and dignity of the individual, inclusion and equal opportunities, as well as fair competition.

The Company respects human rights throughout the value chain, rejecting child labor, forced, or coercive labor and all forms of discrimination or harassment.

Environmental protection, product safety and quality, occupational health and safety, personal data protection, and responsibility in commercial communication are fundamental values.

Each Addressee is required to operate with diligence and good faith, making decisions that are traceable and verifiable.

5. Conflicts of Interest

Addressees shall avoid situations in which personal or third-party interests may interfere with the impartiality of decisions made in the interest of Alanui. When a current or potential conflict cannot be avoided, the Addressee concerned shall promptly disclose the situation in accordance with internal procedures, refraining from carrying out activities or making decisions until the company has made a determination.

The Company shall adopt appropriate measures for the prevention and management of conflicts of interest, in line with the role held and the organizational powers conferred.

6. Gifts, Benefits, and Hospitality

It is prohibited to offer, promise, solicit, or accept money, benefits, or other advantages that may even appear to influence business decisions or result in undue favoritism.

Only acts of courtesy of modest value, consistent with industry practices, internal policies, and applicable laws and regulations, are permitted, provided they are not intended to obtain undue advantages.

Any gifts, entertainment expenses, or hospitality offered to public officials or equivalent persons must be in strict compliance with applicable laws and company procedures, with adequate transparency and traceability.

7. Relations with the Public Administration

Relations with the Public Administration and, in general, with public entities or individuals entrusted with public service functions are managed by formally appointed persons, in compliance with the principles of legality, integrity, transparency, and traceability.

Any form of corruption, undue inducement, fraud, or promise of improper benefits is strictly prohibited.

The information and documentation provided to public entities must be complete, accurate, timely, and verifiable.

During inspections or audits, Addressees shall cooperate in good faith, while safeguarding the legitimate interests of the Company.

8. Supply Chain and Human Rights

Alanui requires suppliers and partners to comply with minimum standards relating to human rights, working conditions, health and safety, environmental protection, and business integrity, in accordance with this Code.

Child labor, forced labor, discrimination, harassment, and unlawful remuneration or working-hour practices are prohibited.

The Company conducts risk-based due diligence on its business partners, which may include document reviews, on-site audits, and improvement plans.

In cases of serious or repeated violations, the Company may take measures up to and including suspension or termination of the contractual relationship.

9. Environment and Sustainability

The Company integrates environmental considerations into product development and operations, promoting continuous improvement in performance and reduction of impacts throughout the product life cycle.

Environmental and sustainability claims must be specific, accurate, supported by evidence, and, where appropriate, verifiable.

When selecting materials, processes, and suppliers, the Company considers environmental and social criteria, consistent with product quality and economic sustainability.

10. Commercial Communication

Commercial communications shall be honest, transparent, and respectful of consumer rights, and shall avoid messages that are misleading, discriminatory, or indecent.

Sponsored content must be clearly identifiable and comply with applicable laws, regulations, and self-regulatory standards.

Collaborations with ambassadors, influencers, and media partners shall reflect the Code’s values and be governed by clear contractual agreements and appropriate oversight.

11. Internal Controls and Transparency

Accounting records and corporate communications shall accurately, truthfully, completely, and transparently represent the Company's financial, economic, and asset position.

Every operation or transaction must be authorized, properly recorded, supported by appropriate documentation, and traceable.

Addressees shall comply with internal administrative, accounting, and control procedures, and promptly report any anomalies or irregularities identified.

12. Whistleblowing

The Company establishes internal channels for reporting, including confidential reporting, of violations of the Code, internal procedures, or applicable laws and regulations, and ensures that reporting individuals are protected against retaliation, discrimination, or other unfair consequences.

Such channels are structured to ensure the confidentiality of the identity of the whistleblower and the content of the report, in compliance with personal data protection legislation and current whistleblowing regulations. Reports are handled promptly, impartially, and thoroughly, ensuring due process and appropriate communication to the competent corporate functions.

13. Governance of the Code, Implementation, and Training

Ultimate responsibility for this Code lies with the Board of Directors, which approves its contents, directs its implementation, and periodically assesses its adequacy.

The Board of Directors appoints an Ethics Officer, preferably from a control or compliance function, who is responsible for promoting an ethical culture, supporting company functions in interpreting and applying the Code, managing reporting channels, and monitoring compliance with the relevant provisions.

The Human Resources function collaborates with the Ethics Officer to update the Code, disseminate it, and provide periodic training to the Addressees, in accordance with a plan calibrated to roles and risk exposure.

The Ethics Officer reports periodically to the Board of Directors on the results of the activities carried out, any critical issues that have emerged, and proposals for improvement.

In the absence of an organizational model pursuant to Legislative Decree 231/2001, the activities provided for in this section do not constitute supervisory functions pursuant to that decree, remaining limited to the ethical-organizational scope of this Code.

14. Violations and Disciplinary System

Violation of this Code constitutes a breach of contractual obligations and may result in disciplinary measures proportionate to the seriousness of the conduct and in compliance with applicable legislation, collective bargaining agreements, and internal regulations.

With regard to third parties, violations may result in the application of contractual measures, including, in serious or repeated cases, the suspension or termination of the relationship, as well as compensation for any damages incurred.

The Company ensures that the disciplinary system is applied in accordance with the criteria of fairness, proportionality, and consistency, guaranteeing the right of defense and the right to be heard of the person concerned.

15. Approval and Entry Into Force

This Code is approved by the administrative body of Alanui S.r.l. and enters into force on the date of the relevant resolution.

Any updates or amendments shall be approved using the same procedure and promptly communicated to the Addressees.