Supplier code of conduct

SUPPLIER CODE OF CONDUCT
Version approved by the Board of Directors at its meeting on 25.03.2025

Introduction

TESSILFORM S.p.A. (hereinafter also referred to as "TESSILFORM") is a company operating in the fashion industry, producing and marketing clothing and accessories[cite: 597]. It is present in Italy and internationally and firmly believes that sustainable sourcing is an effective means of promoting its values of sustainability, transparency and responsible practices throughout the supply chain[cite: 598].
In this context, TESSILFORM intends to promote, together with its suppliers, respect for and full adherence to its fundamental values and principles contained in its Supplier Code of Conduct (hereinafter also referred to as the "Code of Conduct" or "Code"), which is also based on its Code of Ethics, which aims to enhance and consolidate its relationship with its stakeholders[cite: 599].
This Code of Conduct complies with principles of social, environmental and legal responsibility, in line with the following international standards and national regulations:
• the United Nations International Charter of Human Rights[cite: 601];
• the International Labour Standards of the International Labour Organisation (ILO)[cite: 602];
• the rights of the child and business principles developed by Save the Children, UNICEF and the UN Global Compact[cite: 603];
• the CITES Convention on International Trade in Endangered Species of Wild Fauna and Flora[cite: 604];
• the Five Freedoms of UK Farm Animal Welfare and the guidelines of the World Organisation for Animal Health (WOAH) and the European Commission on animal welfare[cite: 605];
• Regulation (EC) No 1907/2006 (REACH) concerning the registration, evaluation, authorisation and restriction of chemicals[cite: 606];
• the principles of the United Nations Global Compact[cite: 607];
• the OECD Guidelines for Multinational Enterprises[cite: 608];
• Regulation (EU) 2016/679 (GDPR) on the protection of natural persons with regard to the processing of personal data[cite: 609];
• Legislative Decree 231/2001 (Administrative liability of companies)[cite: 610];
• Legislative Decree 24/2023 (Whistleblowing)[cite: 611].
This Code of Conduct applies to all suppliers and subcontractors (including, but not limited to, suppliers of products, raw materials, semi-finished products or services, distributors, manufacturers, lessors and any third party that has a commercial or business relationship with Tessilform, hereinafter also referred to as "Suppliers") so that they apply the common rules, practices and principles regarding labour standards and social responsibility, environmental protection, ethics, transparency and corporate integrity[cite: 612].
Therefore, TESSILFORM requires all its Suppliers to fully comply with this Code of Conduct (including any subsequent amendments and additions), which is an essential condition for establishing or maintaining any commercial or business relationship with TESSILFORM, which in any case reserves the right to carry out all appropriate actions and checks, including through questionnaires or periodic audits, in order to ascertain and verify whether its current or potential business partners meet the requirements set out in this Code of Conduct[cite: 613].

1. General Principles

TESSILFORM, as also stated in its Code of Ethics, undertakes to act in accordance with the following general principles: Impartiality, Honesty, Fairness, Confidentiality, Transparency, Quality of services, Fair competition, Valuing suppliers, Fairness of authority[cite: 615, 616, 624, 625].
Suppliers are required to act in accordance with the laws in force in each country in which they operate, to apply the principles outlined in this Code and to act in accordance with them in all commercial relationships, as well as to constantly improve their ethical and sustainability performance by applying appropriate conduct[cite: 626].
If, for any reason, the Supplier is only able to guarantee partial compliance with the provisions of this Code, it shall undertake to inform TESSILFORM promptly and to collaborate with the latter in order to agree on the most appropriate actions to ensure compliance with this Code[cite: 627].

2. Human and labour rights

TESSILFORM, as enshrined in its Code of Ethics, protects the integrity and dignity of all persons who collaborate with the Company, guaranteeing working conditions that respect the human rights enshrined in the United Nations International Charter of Human Rights and in the fundamental Conventions of the International Labour Organisation[cite: 629]. TESSILFORM prohibits any form of child, forced or compulsory labour, in accordance with ILO Conventions (138 and 182)[cite: 630]. TESSILFORM protects equal opportunities and combats all forms of discrimination, violence and harassment in the workplace[cite: 631]. TESSILFORM ensures lawful employment contracts and respects trade union rights[cite: 632]. TESSILFORM is also committed to ensuring fair remuneration that reflects the skills of each individual, without personal prejudice or gender differences[cite: 633].
The Supplier is required to:
• Counteract forced labour and condemn the use of all forms of compulsory labour and any form of slavery[cite: 635].
• Establish employment relationships recognised under their national laws and ensure lawful employment arrangements[cite: 636]. Suppliers must comply with the regulations prescribed by the International Labour Organisation (ILO), in particular Convention 138 on the minimum age for employment and Convention 182 on the worst forms of child labour[cite: 637]. It is prohibited to hire or employ persons who have not reached the minimum age for employment as required by the laws of the country in which the Supplier operates (and, in any case, not less than 15 years of age) or who have not completed compulsory education[cite: 638]. Suppliers must undertake not to assign to persons under the age of 18 tasks that involve high risks to their physical, moral and social health and safety or that involve night work, or that do not allow them to attend compulsory or vocational schools[cite: 639].
• Reject any form of discrimination in the workplace on the basis of gender, ethnicity, religion, language, political opinions, trade union membership, social and personal status, as well as any form of harassment and/or inappropriate and disrespectful behaviour or language in the workplace[cite: 640].
• Ensure that all workers are guaranteed equal opportunities and are treated with fairness, dignity and respect throughout all stages of the contractual relationship[cite: 641].
• Employ only personnel who meet the legal requirements for access to work, in accordance with the national regulations of the country in which the work is performed[cite: 642].
• Treat personal data and confidential information relating to its personnel in compliance with data protection and confidentiality laws[cite: 643].
• Ensure the adoption of selection and evaluation processes based on criteria of merit, competence and achievable objectives[cite: 644].
• Ensure a fair level of remuneration that reflects the knowledge and skills of each individual, without personal prejudice or gender differences, ensuring timely payment of wages and remunerating overtime in accordance with the law or collective bargaining agreements[cite: 645]. In any case, the remuneration offered and paid to employees must always guarantee, on its own, a free and dignified existence for each employee and their family[cite: 646, 651].
• Respect the right of employees, where provided for by local law, to form trade unions and participate in collective bargaining, engaging in open and constructive dialogue with employees and their trade union representatives (if any), not preventing their formation, providing where also required by applicable law - adequate facilities for them to meet and discuss work-related issues (such as working hours, remuneration, safety at work, equal opportunities) and granting them the necessary time, without loss of pay and benefits, to carry out their legitimate trade union activities[cite: 655]. Intimidation, threats or discriminatory practices against employees' trade union representatives are prohibited[cite: 656].
• Comply with the provisions of the law and collective bargaining agreements regarding working hours, overtime, breaks, rest periods and holidays[cite: 657]. Unless otherwise provided by law or collective bargaining agreements, working hours shall not exceed 48 hours per week[cite: 658]. In the event of peak periods or exceptional workloads that exceed the limits set by law or collective bargaining agreements, Suppliers are required to develop a plan to restore working hours in accordance with the law or collective bargaining agreements[cite: 659].
• Ensure that their employees receive adequate and ongoing training on human rights, health and safety at work, as well as on applicable company policies, ensuring that such training is documented and updated periodically[cite: 660].

3. Health and safety at work

TESSILFORM, as stated in its Code of Ethics, undertakes to take all necessary measures to ensure a safe working environment, providing adequate personal protective equipment and complying with the relevant legislation (Legislative Decree 81/2008), in order to protect the health and safety of people working in the Company[cite: 662].
The Supplier is required to:
• Act in compliance with applicable national and international standards and regulations on working conditions and health and safety in the workplace, also complying with insurance obligations relating to accidents at work and occupational diseases[cite: 664].
• Take measures to minimise the risk of accidents, injuries and occupational diseases[cite: 665].
• Provide their employees with adequate personal protective equipment (where necessary), access to safe drinking water, accessible, clean and adequate toilet facilities and, where applicable, clean, safe and uncrowded accommodation and/or canteens or catering facilities[cite: 666].

4. Environment and sustainability

TESSILFORM is committed to promoting a working environment that not only respects but also values transparency and traceability throughout the value chain[cite: 668]. Furthermore, TESSILFORM promotes the rational use of natural and energy resources and the minimisation of environmental impact in terms of waste and emissions, in compliance with Legislative Decree 152/2006[cite: 669]. TESSILFORM is committed to selecting and using raw materials of high quality and environmental and social sustainability[cite: 670]. In the evolution of materials and purchasing and procurement practices, TESSILFORM favours suppliers who use certified and traceable sustainable raw materials[cite: 671]. Suppliers undertake to provide TESSILFORM with certifications supporting the raw materials delivered, where applicable and requested at the time of purchase, in line with leading international standards, in order to guarantee transparency and solidity of the attribute[cite: 672].
Suppliers are required to:
• Manage the chemicals used in production safely and responsibly, reducing the use of hazardous substances and favouring the use of certified chemicals[cite: 674].
• Use, where possible, certified and traceable sustainable raw materials, providing TESSILFORM with certifications supporting the raw materials delivered, where applicable and required at the time of purchase, in line with leading international standards[cite: 681, 682].
• Ensure the traceability of raw materials and products, providing clear details on the origin of raw materials, the production methods used and all available certifications, in order to ensure transparency throughout the supply chain and support respect for human rights and environmental protection[cite: 683].
• Ensure respect for animal welfare by guaranteeing ethical treatment of animals at all stages of their lives[cite: 684]. It is essential that animals receive adequate care and that slaughter is carried out painlessly, in accordance with the guidelines of the European Commission and the World Organisation for Animal Health, as well as the Five Freedoms of UK Farm Animal Welfare: (i) Freedom from thirst, hunger and poor nutrition, through free access to fresh water and a diet that maintains full health and vigour; (ii) Freedom to have an adequate physical environment, providing a suitable environment with comfortable areas for shelter and rest; (iii) Freedom from pain, injury and disease, through prophylaxis, rapid diagnosis and treatment; (iv) Freedom to express behavioural characteristics, providing sufficient space, adequate facilities and the company of other members of the same species; (v) Freedom from fear and distress, ensuring conditions and treatment that avoid stress, fear and other negative emotions[cite: 685, 686, 687, 688, 689]. In the case of exotic and protected species skins, Suppliers must comply with international regulations on the conservation of endangered species, in line with the CITES Convention[cite: 690].
• Be completely transparent about their operating practices and actively collaborate with TESSILFORM to ensure compliance with this Code[cite: 691]. Suppliers are required to provide all relevant information relating to their social and environmental practices, facilitating open and constructive dialogue[cite: 692].
• Measure their energy consumption and greenhouse gas emissions, actively working to reduce them in order to contribute to the achievement of national and international environmental sustainability goals[cite: 693]. TESSILFORM also requires Suppliers to carefully monitor water consumption in their operations, adopting effective strategies to reduce usage, encourage water recycling and optimise wastewater management, in compliance with current regulations[cite: 694].
• Manage waste produced in compliance with current regulations and implement plans to reduce waste, maximising the recovery and recycling of resources[cite: 695].
• Implement environmental management systems that comply with recognised international standards (such as ISO 14001 or equivalent), where applicable and proportionate to the nature and size of the activities carried out[cite: 696].
• Adopt, where possible, circular economy practices, favouring the use of recycled or recyclable materials and promoting the design of products that facilitate reuse, repair or recycling at the end of their life[cite: 697].

5. Business ethics

5.1. Compliance with laws
Suppliers are required to operate with the utmost transparency, respecting the principles of legality, loyalty and fairness[cite: 700]. Should any discrepancies arise between the provisions of other laws and those of this Code, Suppliers are obliged to report them immediately to TESSILFORM, as well as any illegal or fraudulent behaviour, even if only attempted or suspected, committed by any person (inside or outside the Company)[cite: 701].

5.2. Code of Ethics and Organisational Model 231
Suppliers acknowledge that TESSILFORM has adopted the Code of Ethics and Organisational Model pursuant to Legislative Decree 231/2001[cite: 703]. Suppliers declare and guarantee that, in carrying out the activities provided for in the agreements entered into with TESSILFORM, persons holding positions of representation, administration or management in the supplier company and persons who exercise, even de facto, the management and control of the company, as well as their employees, will not engage in any behaviour, act or omission, or give rise to any event that does not comply with the provisions of the Code of Ethics and the Organisational Model, which could result in liability under Legislative Decree 231/2001 on the part of TESSILFORM[cite: 704, 711]. In the event of even partial non-compliance by Suppliers with this provision, TESSILFORM shall have the right to terminate the contractual relationship with the Supplier at any time and with immediate effect, without prejudice to TESSILFORM's right to compensation for any damages that may arise from the aforementioned non-compliance[cite: 712].

5.3. Confidentiality of information
Suppliers are required to guarantee the confidentiality of all information, data and documentation received from TESSILFORM, undertaking not to disclose or share them with third parties without prior authorisation[cite: 714]. In particular, Suppliers must ensure the protection of TESSILFORM's technical details, drawings, designs and exclusive know-how, which may only be used for purposes strictly related to the performance of the contractual engagement and internal production[cite: 715]. Suppliers are also required to comply with the minimum security measures indicated by TESSILFORM in order to guarantee the confidentiality, integrity and availability of the information processed, with specific regard to personal data, in compliance with applicable legislation[cite: 716]. At the end of the contractual engagement, Suppliers must cease all use of the information received and take the necessary measures for its return or destruction, in accordance with the instructions given by TESSILFORM[cite: 717]. In any case, it is forbidden to engage in commercial practices or behaviour that may violate the principles of fair competition and antitrust legislation[cite: 718].

5.4. Anti-money laundering
TESSILFORM adopts and maintains adequate and effective measures to prevent and combat money laundering, self-laundering and the financing of illegal activities[cite: 720]. In line with these principles, Suppliers are required to refrain from establishing or continuing commercial and financial relationships in the presence of well-founded suspicions about direct or indirect involvement in conduct attributable to money laundering or illegal activities[cite: 721]. Suppliers are also required to manage financial flows with the utmost diligence and transparency, avoiding any irregularities or behaviour that could raise doubts about the origin, traceability or legitimacy of the financial resources used[cite: 722].

5.5. Anti-corruption
Suppliers are required to carry out all their activities in accordance with the highest standards of integrity, fairness and transparency, refraining from any form of corruption, including the offering, promising, requesting or accepting of bribes, undue benefits, illegal advantages or other similar practices[cite: 724]. Suppliers must operate in an ethical and responsible manner, ensuring strict compliance with all applicable laws and regulations on the prevention of corruption[cite: 725].

5.6. Conflict of interest
Suppliers are required to avoid any behaviour or situation that could lead to a conflict, even a potential one, with the interests of TESSILFORM[cite: 727]. In application of this principle, Suppliers must promptly inform TESSILFORM of any circumstance that could constitute, even if only potentially, a conflict of interest[cite: 728]. During the course of their contractual or commercial relationship with TESSILFORM, as well as for the purposes of establishing or maintaining such a relationship, Suppliers must not in any way derive or attempt to derive undue advantages in any form from personal, work-related or non-work-related relationships with TESSILFORM employees[cite: 729]. Suppliers are prohibited from offering, promising or granting, directly or indirectly, gifts, benefits or other advantages to TESSILFORM employees, except in the case of items of modest value and in accordance with normal commercial courtesy practices[cite: 736]. In any case, such gifts must not be such as to influence independent judgement or induce the granting of an undue advantage[cite: 737].

6. Compliance and reporting (whistleblowing system)

TESSILFORM aims to collaborate with Suppliers who are able to continuously improve their performance in line with this Code of Conduct[cite: 739]. Should any non-compliance with this Code of Conduct be detected, TESSILFORM reserves the right to take any measures provided for in the general terms and conditions applicable to the Suppliers themselves or in any specific contracts entered into with them[cite: 740]. In any case, TESSILFORM undertakes to adopt an approach based on mutual collaboration in light of the values set out in this Code of Conduct[cite: 741].
In this context, Suppliers are required to report - even anonymously - any violations or suspected violations of this Code of Conduct by the Supplier (including its own staff or former employees) or any of its partners and subcontractors, using the TESSILFORM Whistleblowing system accessible via the web platform https://wb.patriziapepe.it/#/ with a guarantee of anonymity and confidentiality[cite: 742]. For more useful information on how to submit a report and how it will be handled, please refer to the Whistleblowing Policy adopted by TESSILFORM, available on the company website[cite: 743].

7. Monitoring and measures

TESSILFORM undertakes to carry out continuous monitoring to verify compliance with this Code and the principles and values set out therein, reserving the right to carry out periodic audits of the Supplier, both through documentary checks and on-site inspections[cite: 745]. To this end, Suppliers are required to ensure full and effective cooperation in the performance of the aforementioned checks, allowing, where requested, access to premises, buildings and work environments, as well as the examination of relevant documentation[cite: 746]. Suppliers must also provide copies of the requested documents, provide the necessary clarifications, authorise the taking of photographs and, where necessary, allow confidential interviews to be conducted with their employees, as well as with the staff of third parties, including external parties, directly or indirectly involved in activities related to the workplace[cite: 747]. Suppliers must immediately inform TESSILFORM of any non-compliance and the related corrective measures planned in this regard[cite: 748].
As provided for violations of the Code of Ethics, in the event of non-compliance with this Code of Conduct declared by Suppliers or ascertained by TESSILFORM, including through the control activities indicated above, TESSILFORM may require the Supplier to plan and implement the necessary corrective actions[cite: 749]. TESSILFORM reserves the right to terminate any relationship and/or terminate any contractual agreement with a Supplier who refuses to implement corrective measures within a reasonable period of time, without prejudice to the exercise of the rights and remedies provided for by law and relating to such termination[cite: 750].
Without prejudice to the above, in the event of a serious breach or non-compliance by the Supplier with the provisions listed below, which are considered essential, TESSILFORM may automatically terminate any contractual agreement with the non-compliant Supplier, without prejudice to the rights arising from the law and relating to such termination: 2. Human and labour rights; 3. Health and safety at work; 4. Environment and sustainability; 5. Business ethics[cite: 751, 752].
Suppliers undertake to indemnify and hold TESSILFORM harmless from any damage, loss, cost, expense or liability (including legal fees) arising from or related to violations of this Code of Conduct by the Supplier itself, its employees, collaborators, subcontractors or sub-suppliers[cite: 753]. Suppliers undertake to disseminate the principles and provisions of this Code of Conduct to their subcontractors, sub-suppliers and business partners involved in the TESSILFORM supply chain, ensuring that they comply with standards equivalent to those set out in this Code[cite: 754].

8. Revisions and updates

This Code of Conduct was approved by the TESSILFORM Board of Directors on 25.03.2026[cite: 760]. The current version is available on the TESSILFORM website[cite: 761]. TESSILFORM undertakes to constantly update this document to ensure compliance with current regulations[cite: 762].
The Supplier declares that it has read, understood and fully accepted the contents of this Code of Conduct[cite: 763]. Acceptance of this Code is an integral and substantial part of any contractual agreement between the Supplier and TESSILFORM[cite: 764].