ORGANISATIONAL, MANAGEMENT AND CONTROL MODEL UNDER LEGISLATIVE DECREE 231/01

Legislative Decree no. 231 of 8 June 2001 introduced into the Italian legal system a provision concerning the administrative liability of Legal Entities - including limited companies – for certain crimes committed by directors, executives or employees in the interest or to the benefit of the Entity.

Corneliani S.p.A., with a resolution of the Board of Directors of September 27th, 2022, has adopted an Organisational Model, in order to establish a structured and organic system of guiding principles, operating procedures, and other specific tools, based on sound business management criteria, and aimed, among other things, at preventing the commission of the crimes contemplated by the Decree.

Therefore, it is a priority of our Company to ensure all the parties who – in any capacity - work for and with Corneliani S.p.A., carry out their activity in compliance with the principles and values contained in the Model, as an essential tool to drive, promote and spread proper and consistent behaviour, which contributes to the good functioning, reliability and reputation of Corneliani S.p.A.

In the aim of implementing the regulatory changes that have taken place, the Organisational Model was updated by resolution of the Board of Directors on 27 September 2023.

The text of the General Part of the Organisational Model can be found at the following link

The company has also adopted a Code of Ethics which defines the main values guiding the action of Corneliani.

All the Corneliani people, along with all those who work for its objectives, are required to comply with the principles of the Code of Ethics.

You could find the text at the following link.

Corneliani has entrusted a Supervisory Body (made up of two members not belonging to the Company – Alessandro Viglione, as Chairman, and Sofia Paternostro, as a member – as well as of an internal member, Beatrice Graziano, General Counsel) with the task of monitoring compliance with the provisions of the Organisational Model, checking for actual effectiveness thereof, and assessing the need for any revisions.

Contact addresses:

• organismodivigilanza@corneliani.it (channel to report breaches strictly linked to the Organisational and Management Model 231, breaches or suspected breaches that can be interpreted as one of the crimes contemplated in Legislative Decree 231/01);
• To the attention of the Supervisory Body at Corneliani S.p.A., via Mario Panizza n. 5, 46100 Mantua (MN).

For whistleblowing reports pursuant to art. 6 paragraph 2 bis of Legislative Decree 231/01, Corneliani provides its employees and collaborators with a software application accessible via the Internet. The software application guarantees absolute confidentiality and encryption of the data of the whistleblower and of the report, as they can only be accessed by the receiving party.

The Company has entrusted the Supervisory Board with the function of receiving such reports.

For whistleblowing reports pursuant to Legislative Decree 24/2023 and pursuant to art. 6, paragraph 2 bis of Legislative Decree 231/01, Corneliani has identified the Supervisory Board as the subject in charge of receiving and handling them.

The Company makes available to all persons who may come into contact with it, special channels, including telematic channels, which guarantee absolute confidentiality and encryption of the data of the whistleblower and the report, as they are accessible only to the recipient:

• Software application accessible from the link https://corneliani.segnalazioni.net/ ;
• Letter to be sent to the attention of the Supervisory Body c/o Corneliani S.p.A., via Mario Panizza n. 5, 46100 Mantova (MN).

Reports may be submitted in written or oral form, including in the form of a direct interview with the Supervisory Board (in the latter case, the request may be addressed to one of the channels indicated above).