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Alyx Group Code Of Ethics

INTRODUCTION

“We create clothing and accessories that reflect the times and environment we live in, using materials and techniques that are both sustainable and of highest quality.” -Matthew Williams

In our constant pursuit of excellence and innovation we believe that it is part of our social responsibility to establish a corporate culture that reflects our respect for people, environment and artistic heritage.

We are convinced that the success of a company goes hand in hand with ethical business conduct and therefore have adopted our own Code of Ethics, applied without exception across all the countries in which ALYX operates.

With its principles and guidelines, the Code of Ethics help provide a framework for all the people who work with ALYX.

The Code of Ethics identifies, shares and promotes ethical business practices in all economic, social and environmental fields and plays a fundamental and integral part of the ALYX organisation/family.

ALYX calls on its managers, employees, contractors, consultants, suppliers and subcontractors to act with honesty and integrity in their day to day activities to ensure that our growth is guided by the same shared values.

  1. RECIPIENTS

This Code of Ethics (hereinafter referred to as the “Code”) identifies the ethical principles that inspire the activity of MMW S.r.l., owner of the “ALYX®” and “1017 ALYX 9SM®” brands (hereinafter referred to as “ALYX” or the “Company”), and its subsidiaries, controlling company or companies subject to the same control as the Company pursuant to Article 2359 of the Italian Civil Code (hereinafter referred to as the “ALYX Group”), both in Italy and abroad.

The Code is binding on directors, statutory auditors, managers, executives, employees (including temporary employees), collaborators, agents and business brokers of the ALYX Group, on professionals and external consultants who, for whatever reason, provide professional activities or services to the ALYX Group, as well as on suppliers and subcontractors of the ALYX Group (hereinafter, the “Recipients”).

All Recipients are required to know the content of the Code of Ethics, to contribute to its implementation and to the dissemination of the principles that are set out herein, as well as to promote compliance with it by all those with whom they have business relations. To this purpose, the ALYX Group undertakes to ensure the widest possible dissemination of this Code of Ethics, also through the use of appropriate instrument for the knowledge of it within its organisation and for the awareness of its contents by the Recipients.

The Code has been drawn up so that the fundamental ethical values of the ALYX Group are clearly defined and constitute a key element of the corporate culture, as well as the standard of conduct of all Recipients in conducting business and carrying out their activities in favour of the ALYX Group.

  1. GENERAL PRINCIPLES

2.1       Legality

In addition to this Code and the company’s internal rules, the ALYX Group bases its activities and the conduct of its business on full compliance with the laws and regulations in force in the countries where these activities and business are carried out, as well as on loyal cooperation with the institutions and public authorities of these countries.

The Recipients, in the performance of their functions, are required to know and observe in their entirety the laws and regulations of the countries in which they operate and to contact, in case of uncertainty on the interpretation of the applicable rules, the competent offices and corporate bodies.

In no case the Recipients may invoke to have acted in the interest or to the advantage of the ALYX Group as justification for any conduct carried out in violation of laws or regulations.

2.2       Transparency, fairness and cooperation

Transparency, fairness and collaboration are fundamental values for the ALYX Group and, as such, must characterise the conduct of the Recipients when they carry out activities both inside and outside the ALYX Group.

For the purposes of this Code, the value of fairness must be understood as fidelity to the word given, promises and agreements, as well as sense of responsibility, enhancement and protection of company assets and application of the rule of good faith in all activities and decisions.

Considering their importance for the purposes of verifying compliance with the principles of transparency and fairness on the part of the Recipients, information relating to company functions transmitted within the ALYX Group or to third parties must be truthful, uniform, complete and timely and expressed in forms - written or verbal - that favour easy comprehension by the Recipients.

2.3       Dignity and equality

The ALYX Group appreciates and respects the dignity, privacy and rights of all persons and rejects any form of discrimination based on age, sex, sexual orientation, personal and social conditions, race, language, nationality, political or trade union opinions or religious beliefs.

The ALYX Group rejects forced and child labour and any type of physical, verbal, sexual or psychological harassment, abuse, threats or intimidation in the workplace and intends to ensure respectful and favourable working conditions in the countries in which it operates, including in terms of working hours and the determination of wages.

In view of the above, the ALYX Group undertakes (and asks the Recipients to undertake) to:

  • guarantee a job free from discrimination and harassment, characterized by working conditions that help to carry out duties in a climate of cooperation, respect and serenity;
  • not knowingly keep, even indirectly, relationships of any kind with persons who, in any way, violate rules on the protection of child labour and the protection of women and/or resort to the illegal use of work resulting from immigration trafficking;
  • prevent any form of intimidation, threat, harassment or abuse in any physical or verbal form that creates an intimidating, offensive and hostile work environment;
  • guarantee normal working hours and a remuneration system that respects the minimum wage, in accordance with the laws in force in the countries in which they operate.

2.4       Professionalism

The ALYX Group recognizes the fundamental importance of the value of professionalism for its success on national and international markets and, consequently, imposes on itself and requires the Recipients to always operate with the professionalism and degree of diligence that are required by the nature of the entrusted tasks and the exercised functions, using the utmost commitment in achieving the assigned objectives.

  1. COMPANY’S POLICIES

3.1       Development of human resources

The ALYX Group safeguards and promotes the development of human resources, which represent an essential and precious value for its existence and future development, by making specific training tools available to Recipients, both inside and outside its structures.

In the selection and management of its personnel, the ALYX Group adopts criteria of merit, competence and assessment of individual abilities and potential and offers all Recipients equal opportunities on equal terms, avoiding any form of discrimination based on racial, cultural, ideological, sexual, physical or religious factors.

Recipients are invited to take continuous care of their training and professional updating, in order to constantly increase their contribution to the ALYX Group and to play a part to maintaining and improving the image and good reputation of the ALYX Group. In this perspective, collaboration between colleagues, at all levels, must be constantly improved as a factor in promoting efficiency and professionalism.

3.2       Health and safety

The ALYX Group takes all necessary measures to protect the health and physical integrity of its employees, collaborators, suppliers, subcontractors, customers and visitors, adopting a corporate organization based on the constant improvement of the health and safety at workplace.

The ALYX Group promotes the spread of a culture of safety and awareness of the risks associated with the work activities by requiring everyone, at all levels, to behave responsibly and in compliance with the adopted safety system and the procedures that form part of it. Employees, collaborators and anyone else who, for whatever reason, has access to the premises of the ALYX Group is called upon to contribute personally to maintaining the safety and quality of the working environment in which they operate.

In order to implement its safety policy at workplace, the ALYX Group provides continuous training and sensitization of all its staff to safety issues.

3.3       Protection of the environment

The ALYX Group promotes production policies that reconcile the needs of economic development and value creation, typical of its business activities, with the need to respect and protect the environment.

3.4       Protection of industrial and intellectual property rights

The ALYX Group acts in full respect of the industrial and intellectual property rights held by it and third parties, as well as the laws, regulations and conventions, also in the European Union and/or international context, for the protection of such rights. Intellectual property, patents, trademarks, logos, copyrighted materials, inventions, trade secrets and other confidential internal information constitute altogether an extremely valuable asset on which the competitive strength of the ALYX Group is based. The ALYX Group favours and promotes the innovation and technological evolution of its products and processes that is carried out by its employees and third parties working on its behalf.

In the light of the above, the ALYX Group undertakes (and asks the Recipients to undertake):

  • to refrain from any conduct that may constitute the misappropriation of industrial property rights, alteration or counterfeiting of distinctive signs of industrial products, patents, designs or industrial models, either domestic or foreign, or violation of intellectual property protected by copyright;
  • to refrain from importing, marketing or otherwise using or commercialise industrial products with counterfeit, misleading or altered distinctive signs or which were manufactured by misappropriating third party rights;
  • not to allow third parties to use the registered trademarks or intellectual property of the ALYX Group without the necessary authorization and without an approved license agreement;
  • not to allow third parties to use proprietary material in an unauthorized or improper manner;
  • to endeavour to protect intellectual property rights with the utmost care, disclosing them only when strictly necessary and with prior authorisation, within the framework of confidentiality agreements.

3.5       Confidentiality

The ALYX Group will treat the information made available to it with the utmost confidentiality and, where necessary, in compliance with the privacyregulations, ensuring that the Recipients, during the activities they will carry in favour of the ALYX Group, will comply with their utmost diligence with confidentiality obligations.

Recipients must refrain from using confidential information relating to the ALYX Group or third parties, of which they have become aware in the course of their work activities or in the course of their relations with the ALYX Group, for personal purposes and in any case for purposes not connected with the exercise of the duties or activities entrusted to them.

No employee, collaborator or supplier may benefit directly or indirectly, from a personal or financial standpoint, from the use of confidential information. Information must only be communicated to third parties by authorised persons and, in any case, in accordance with company regulations. The disclosure of information to third parties, allowed for work or professional reasons, must expressly state the confidential nature of the transmitted information and require the third party to comply with confidentiality obligations.

The Recipients’ commitment to confidentiality shall also be effective after any termination, for whatever reason, of the employment relationship, collaboration, consultancy or supply in favour of the ALYX Group. Therefore, the Recipients shall not be authorised to use or disclose in any form, even as a summary, the information they have acquired during the terminated relationship, unless the use and disclosure are authorised in writing by the ALYX Group.

3.6       Protection of competition

The ALYX Group acts in full compliance with national and EU antitrust regulations, as well as similar non-EU regulations, to protect competition and the free market, and cooperates with the competition authorities; to this end, the ALYX Group does not hide or delay the transmission of any information requested by the competition authorities in their inspection functions, actively collaborating during any investigation procedures.

3.7       Prevention of money laundering

The Recipients, within the framework of their various relationships established with the ALYX Group, shall not be involved, in any way and under any circumstances, in activities connected with the laundering of money from criminal activities or the receipt of goods or other benefits of illegal origin.

The Recipients are also required to verify in advance the information available on commercial counterparties, suppliers, subcontractors, partners, collaborators and consultants in order to ascertain their respectability before establishing business relations with them.

The ALYX Group undertakes to comply with all national and international anti-money laundering rules and regulations.

  1. NORMS AND STANDARDS OF BEHAVIOUR

4.1       Relationships with shareholders and corporate bodies

Within the limits provided under the current regulations, the ALYX Group’s management provides timely and complete information, clarifications, data and documentation as requested by shareholders, control bodies, auditors and, in general, by those who have the right to obtain information relating to the ALYX Group.

The ALYX Group provides for internal procedures aimed at ensuring that the aforesaid persons, as well as the other internal control bodies of the ALYX Group, will timely receive all corporate and management information that they are entitled to receive.

The ALYX Group deems the complete and timely supply of corporate information as a safeguard of the transparency and correctness of its relations with shareholders, corporate bodies and persons outside its organisation.

If ALYX is in the future subject to the control of another company pursuant to article 2359 of the Italian Civil Code, the management of ALYX will be required to pursue the prevailing interest of the Company and to maintain autonomy and independence of assessment and decision with respect to the shareholders.

4.2       Relationships with customers

The ALYX Group bases its corporate activity and business management on quality, to be deemed not only as the value of its products but also as a dedication to the particular needs of customers, availability and timeliness in responding to business requests, timely examination of complaints and, in general, attention to the elements that give rise to a constructive relationship between customers and the ALYX Group.

In their relations with customers, Recipients must adopt a correct and clear attitude and give priority, in all cases where it is possible, to written form, in order to avoid misunderstandings or misunderstandings about the content of existing business relationships.

4.3       Relationships with suppliers and subcontractors

The ALYX Group pursues a fair and impartial selection of its suppliers and subcontractors, aimed exclusively at constantly improving the quality/price ratio of the goods supplied in its favour.

Consequently, the Recipients who are in charge of procurement must refrain from any type of favouritism or discrimination and observe a balanced and irreproachable behaviour, avoiding any pressure from suppliers or subcontractors intended to offer undue advantages; in case of doubt on the behaviour to be followed, the Recipients shall inform their superiors or the persons in charge of the competent corporate function.

4.4       Relationships with political institutions and Public Administration

Relationships between the ALYX Group and representatives of political institutions, officials and public administration bodies are based on principles of utmost transparency and fairness.

Recipients involved in such relationships must refrain from any conduct - even if not having criminal relevance - that could be interpreted as an undue influence, actual or potential, on the activities of political institutions or the Public Administration.

In particular, the Recipients shall not promise or deliver sums of money or goods or, in general, procure benefits to public officials with the aim of promoting or favouring the interests of one or more of the companies of the ALYX Group. Recipients may not circumvent the aforementioned prohibition by resorting to various forms of aid or contributions - such as, by way of example and without this giving rise to any limitations, sponsorships, consultancy, appointments within the company organisation - that have the same purposes as those indicated above.

4.5       Gifts, Entertainment and Other Benefits

In their relationships with customers, suppliers, subcontractors, political institutions, Public Administration and, in general, with third parties, Recipients shall not accept or offer gifts, presents, benefits (whether direct or indirect) and acts of courtesy or hospitality that have a quality or value that exceeds normal commercial practices, local customs and ordinary courtesy or, in any case, that are intended to acquire favourable treatment, or other undue advantages, in relation to business operations that can be ascribed to the ALYX Group.

If gifts, presents, benefits or acts of courtesy or hospitality are offered or promised to the Recipients, they must inform without delay the competent corporate bodies that will decide on the admissibility of what is offered or promised.

The Recipients shall not offer or promise - and if requested to do so they shall without delay notify the competent corporate bodies - to customers, political institutions, Public Administrations and, in general, third-party gifts, gratuities, benefits (both direct and indirect) and acts of courtesy or hospitality that exceed the limits, or have the characteristics, that are indicated above.

4.6       Prevention of conflicts of interest

Recipients must carry out their activities in favour of the ALYX Group avoiding the occurrence of any situation of conflict of interest, even if only potential or partial, meaning a situation in which an interest other than that of the ALYX Group may be pursued or in which it is possible for Recipients to obtain undue personal benefits, for themselves or others, thanks to the activities they carry out in favour of the ALYX Group or, in any case, to their relationships with the Group.

By way of example, the following situations constitute a conflict of interest for the directors, managers, employees and collaborators of the ALYX Group:

(a)        ownership, including indirect ownership, of equity participations or holding of economic or financial interests in companies that are suppliers, customers or competitors of the ALYX Group; and

(b)       assumption of corporate positions or performance of work activities, of any kind, with suppliers, subcontractors and customers.

In case of occurrence of any conflict of interest, the Recipients shall inform, without delay, the competent corporate bodies of the ALYX Group of such circumstance, refraining from participating in the company’s activities and in the decision-making processes in relation to which the conflict of interest may exist, unless the said competent bodies have granted express authorisation to take part into such activities or processes.

4.7       Principles relating to accounting records

The truthfulness, accuracy, completeness and clarity of its accounting and financial data are essential principles for the ALYX Group, for the purposes of transparent, correct and comprehensive information of shareholders and third parties on the business.

The accounting records, and the documents deriving from them, must be based on precise, exhaustive and verifiable information and reflect the nature of the transaction to which they refer, in compliance with the provisions of the law and the applicable accounting standards. These accounting records and documents must also be accompanied by the relevant supporting documentation necessary to allow objective analysis and verification.

  1. DISSEMINATION OF THE CODE OF ETHICS AND CONSEQUENCES OF ITS VIOLATION

5.1       Dissemination

The principles, values and standards of conduct contained in the Code of Ethics are disseminated within the ALYX Group and communicated to third parties. The Code of Ethics is available and accessible to all Recipients on the website www.alyxstudio.com/[•].

The adoption of the Code of Ethics is also disclosed to external parties who establish relations with the ALYX Group (external collaborators, consultants, customers, suppliers, subcontractors, etc.), also through the use of specific contractual clauses.

The ALYX Group promotes the implementation of training courses for its managers, employees and collaborators in order to promote the full understanding of the principles and rules set out in this Code of Ethics.

5.2       Consequences of the violation of this Code of Ethics

Failure to comply with the rules of conduct contained in this Code of Ethics represents a serious breach of the contractual obligations undertaken by the Recipients towards the ALYX Group. Failure to comply with the principles of the Code of Ethics may, therefore, depending on the case, result in the application of disciplinary measures and/or sanctions or the termination of the existing employment or commercial contract.

Specifically:

  • with respect to employees and collaborators of the ALYX Group, the violation constitutes a breach of the obligations deriving from the employment or collaboration relationship, gives rise to an offence (also of a disciplinary nature for the employees) which may prejudice the continuity of the employment or collaboration relationship and may also involve the filing by the ALYX Group of legal suits for compensation for the damages suffered;
  • with respect to Recipients other than employees or collaborators, compliance with this Code is a prerequisite for the continuation of the professional/collaborative relationship in place with the ALYX Group; therefore, violation of the rules of the Code may constitute breach of contractual obligations, with all legal consequences, including the termination of the contract and/or collaboration and may involve the filing by the ALYX Group of legal suits for compensation for the damages suffered.

5.3       Reports of violations of the Code of Ethics

Reports of any violations of this Code may be communicated to the ALYX Group, anonymously or otherwise, through the computer platform available at www.alyxstudio.com/[•].

The Group is committed to protecting the reporter from any form of retaliation or discrimination, ensuring confidentiality, except for legal obligations. To protect the ALYX Group, senders of reports made with malice or gross negligence that, thereafter, prove to be unfounded will be punished.

The ALYX Group undertakes to take charge of the reports and their processing and to provide feedback on the outcome of investigations to anyone who reports a violation of this Code of Ethics.

Size Chart

Size Shoulder Width Chest Circumference Sleeve Length Back Length
S
17.7" 45cm
17.7" 45cm
17.7" 45cm
17.7" 45cm
M
17.7" 45cm
17.7" 45cm
17.7" 45cm
17.7" 45cm
L
17.7" 45cm
17.7" 45cm
17.7" 45cm
17.7" 45cm
XL
17.7" 45cm
17.7" 45cm
17.7" 45cm
17.7" 45cm