Ermenegildo Zegna N : Antitrust Compliance Policy

ANTITRUST COMPLIANCE POLICY

(as adopted on April 4, 2024)

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INDEX

1.	INTRODUCTION & POLICY PURPOSE	3
2.	SCOPE OF APPLICATION	3

3. PERSONS RESPONSIBLE FOR APPROVAL AND IMPLEMENTATION OF THIS

POLICY	4
4.	LEGAL FRAMEWORK	5
4.1		ANTITRUST RULES	7
(a)	Ban on cartels	7
(b)	Vertical restraints	8
(c) Prohibition of abuse of dominance	9
(d) Abuse of economic dependence	9
(e)	Merger control	10
4.2 ANTITRUST SANCTIONS AND MITIGATION STRATEGIES	11
(a)	Antitrust risks	11
(b) Antitrust Compliance Program as a mitigating factor	11
5.	ANTITRUST COMPLIANCE PROGRAM	12
5.1 CONTENT OF THE ANTITRUST COMPLIANCE PROGRAM	12
(a) Identification of the main risks of antitrust infringements	13
(b) Assessment of the different risks	14
(c) Mitigation of the relevant risks	14
5.2 OBJECTIVE OF THE ANTITRUST COMPLIANCE PROGRAM	16
6.	OBLIGATIONS OF PERSONS SUBJECT TO THIS POLICY	17
7.	RED FLAGS	18
8.	REPORTING VIOLATIONS	19

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1. INTRODUCTION & POLICY PURPOSE

Ermenegildo Zegna N.V., together with all of its subsidiaries and associates1 (collectively, the "Zegna Group" or the "Group"), is fully committed to comply with applicable antitrust legislation and regulations. The Zegna Group operates in accordance with the principles laid down by national and international antitrust rules designed to protect free competition.

The Zegna Group recognizes that fair and loyal behavior is a key element for the development of the Zegna Group and firmly believes in the importance of a free competitive market in the interest of business and consumers. The Zegna Group commits to act independently from other competitors being aware of: (i) the commercial, financial, reputational and operational risks that would arise from the absence or the inadequacy of rules and organizational checks to ensure compliance with the principles protecting free competition; (ii) the serious consequences that would arise from a breach of the rules of free competition (e.g., monetary sanctions, voidance of agreements, civil actions for damages, criminal responsibility, etc.); and (iii) the importance of putting in place an adequate policy for antitrust compliance ("Policy") through the implementation of an antitrust compliance program ("Antitrust Compliance Program") which will be updated on a regular basis as described in Section 5 below. For this reason, the Zegna Group defines in this Policy the principles with which it must comply as well as the conduct that must be taken to ensure compliance with applicable antitrust legislation and regulations.

The Zegna Group bases all actions, operations, dealings and transactions undertaken in the course of its business activities on the ethical principles and rules of conduct set out in the Group's Code of Ethics. Accordingly, this Policy should be read together the Group's Code of Ethics and with the other relevant policies, including but not limited to the Group Misconduct Reporting Policy.

This Policy will be implemented in accordance with the Zegna Group's specific needs and priorities, as well as in accordance with the rules applicable at country level.

2. SCOPE OF APPLICATION

This Policy is binding on the entire Zegna Group, including directors and employees who, within the Zegna Group companies (including joint ventures), carry out representative functions, administration or management or who exercise management and control, as well as on all other Zegna Group employees and representatives (e.g., freelance, consultants, suppliers, agents,

1 With respect to any subsidiary or associate that Ermenegildo Zegna N.V. does not, directly or indirectly, control, it will use its reasonable best efforts to influence such non-controlled entities to adhere to this Policy.

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distributors, representatives, brokers, etc.) (hereafter "Persons subject to this Policy"). It is an individual obligation and responsibility of each of them to comply with this Policy and to refrain from engaging in any actions that may restrict or distort competition in any market.

3. PERSONS RESPONSIBLE FOR APPROVAL AND IMPLEMENTATION OF THIS POLICY

This Policy has been drafted and reviewed by the manager in charge of the legal affairs of each segment, and further adopted on April 4, 2024 by Ermenegildo Zegna N.V. through approval by the Board of Directors. Given that this Policy applies to the entire Zegna Group, it shall be considered as the document of reference for all antitrust compliance matters by all Zegna Group subsidiaries and associates worldwide and applied in each country in accordance with applicable local legislation.

The manager in charge of the legal affairs of each segment and its department (hereinafter referred to as the "Legal Affairs Director") is responsible for the implementation and for the dissemination of this Policy within the relevant segment of the Zegna Group.

The Legal Affairs Director shall meet the following requirements:

1. Skills and competences: the Legal Affairs Director must have adequate skills and competences required to discharge his/her duties under this Policy, to be evaluated considering his/her background, his/her job position and the previous training activity on ethical business standards.
2. Empowering and authority: any relevant legal entity shall formally grant to the Legal Affairs Director all necessary power, authority and independence to perform his/her duties and to appoint, if deemed necessary, any external advisor having the same skills and competences, as described in point 1) above.
3. Necessary means: any relevant legal entity shall formally provide the Legal Affairs Director with all means necessary to perform his/her duties, i.e., all appropriate financial and human resources.

The Legal Affairs Director has, among others, the following duties:

1. Ensuring an adequate dissemination of the Policy within the relevant segment of the Zegna Group's organization.
2. Reporting and closely collaborating in the execution of all the actions necessary to guarantee the implementation of this Policy through the Antitrust Compliance Program

in line with the antitrust best practices, also by organizing and managing the

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customized antitrust trainings which shall be held on a regular basis as set out in Section 5.1(c) below.

1. Requesting tasks to guarantee full compliance with this Policy in all the entities within the relevant segment.
2. Periodically informing the Group Compliance & Risk Manager about all activities carried out to disseminate this Policy within the relevant segment of the Zegna Group's organization.
3. Monitoring compliance of the business processes with this Policy, also by carrying out appropriate activities according to the Antitrust Compliance Program.
4. Ensuring that all adequate actions are taken by the internal functions concerned, by informing if any disciplinary action needs to be taken and to repress and sanction any deviations from the ethical standards established by this Policy and from the rules set out in Group Code of Ethics and Misconduct Reporting Policy.
5. Periodically reporting to the Group General Counsel, for further updates to the Audit Committee as need be, on the status of the processes and procedures in place to prevent antitrust violations.

The Audit Committee assists and advises the Board of Directors with respect to the implementation and effectiveness of this Policy through the Antitrust Compliance Program.

In case of any doubt regarding the interpretation and implementation of this Policy, you can refer to the Legal Affairs Director who is responsible to provide advice and further guidance on this Policy.

4. LEGAL FRAMEWORK

The Zegna Group seeks to comply with all applicable antitrust laws and regulations of jurisdictions such as the European Union ("EU") and its Member States2, Switzerland, the United Kingdom ("UK"), the U.S., China, Japan, South Korea as well as the Kingdom of Saudi Arabia and the United Arab Emirates. Under the applicable antitrust rules, it is prohibited for businesses to enter into any agreement which may prevent, restrict or distort competition. For instance, the exchange of

2 The same applies to the European Economic Area (i.e., the EU Member States plus Iceland, Liechtenstein and Norway).

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commercially sensitive information3 between competitors constitutes an anti-competitive agreement and a serious infringement of antitrust law. This prohibition of exchange of commercially sensitive information also applies to customer-competitors, i.e., customers who may compete with the Zegna Group downstream at the direct-to-consumer ("D2C") level.

Since the Zegna Group operates in various regions and countries, this Policy takes into account the most relevant international antitrust regulations, including but not limited to the following jurisdictions:

1. In the EU, Articles 101 and 102 of the Treaty on the Functioning of the EU ("TFEU") prohibit, respectively: (i) agreements between companies, decisions by trade associations of undertakings and concerted practice preventing, restricting or distorting competition; and (ii) the abuse of a dominant position.
2. The EU above-referenced provisions are also applicable at the EU Member States level, both directly and by way of national legislations, such as for instance, Articles 2 and 3 of Law No. 287/1990 in Italy, Articles L-420-1 and L420-2 of the Commercial Code in France or Sections 1 and 19 of the Act against Restraints of Competition in Germany.
3. In the U.S., Sections 1 and 2 of the Sherman Act of 2 July 1890 prohibit every contract, combination, or conspiracy in restraint of trade, and any monopolisation, attempted monopolisation, or conspiracy or combination to monopolise.
4. In China, the amended Antimonopoly Law of 1 August 2022 prohibits anti-competitive agreements between undertakings and the abuse of a dominant position.
5. In Japan, the Act on the Prohibition of Private Monopolisation and Maintenance of Fair Trade dated 14 April 1947 prohibits unreasonable restraints of trade (cartels), abuse of market powers and unfair trade practices.
6. In South Korea, the Monopoly Regulation and Fair Trade Act of 29 March 2016 prohibits unfair collaborative acts (cartels and anticompetitive agreements), abuses of dominance and unfair trade practices.
7. In the UK, anti-competitive agreements and abuse of dominance are prohibited by Chapters I and II of the Competition Act of 9 November 1998.

3 For instance: (i) prices, discounts and rebates; (ii) credit and other standard terms for customers; (iii) future product development; (iv) strategy plans; production costs; (v) third party distribution agreements; (vi) new markets; (vii) selection or termination of customers.

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1. In the United Arab Emirates, the Federal Law No. 36 of 2023 on the Regulation of Competition prohibits both any restrictive agreement which restricts or prevents competition and the abuse of dominance.
2. In the Kingdom of Saudi Arabia, the Royal Decree No. M/75 of 7 March 2019 prohibits anti- competitive practices including agreements or contracts between undertakings that are aimed at or may have the effect of prejudicing competition as well as the abuse of a dominant position.
3. Article 9 of Italian law 192/1998, Article L420-2 of the French Commercial Code and Section 20 of the German Competition Act prohibit the abuse of economic dependence.

Set out in Section 4.1 below are the main antitrust rules applicable in the EU. The underlying principles of these rules are common to the vast majority of jurisdictions worldwide.

4.1 ANTITRUST RULES

1. Ban on cartels

A cartel is defined as a group of competing, independent companies which join together to fix prices, to limit production or to share markets or customers between them. Instead of competing with each other, cartel members rely on each other's agreed course of action, which reduces their incentives to provide new or better products and services at competitive prices. As a consequence, their clients (consumers or other businesses) might end up paying more for less quality.

This is why cartels are illegal under EU competition law and why the European Commission ("Commission") imposes hefty fines on companies involved in a cartel. EU or national competition law applies depending on whether the activity affects trade between EU Member States or only the market in an EU Member State without any cross-border effects.

As mentioned above, Article 101 TFEU (and similar provisions in the competition laws of the EU Member States) prohibits: (i) agreements between companies; (ii) concerted practices of companies; and (iii) decisions by associations, which have as their object or effect the prevention, restriction or distortion of competition.

According to the Commission's consolidated decisional practice, agreements between competitors and potential competitors do not need to be formal to raise concerns under competition law. Such concerns may arise in case of any kind of understanding, formal or informal, secretive or public, under which each of the participants can reasonably expect that another will follow a certain course of action.

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A concerted practice involves coordination among companies that falls short of an agreement. A concerted practice may take the form of direct or indirect contact between companies whose object or effect is to influence market behavior or to tacitly inform each other what conduct they intend to adopt in the future (e.g., a mere exchange of sensitive information).

An activity restricting competition may exceptionally be exempted from the cartel ban only if it: (i) contributes to improving the production or distribution of goods or to promoting technical or economic progress; (ii) allows consumers a fair share of the resulting benefit; (iii) does not impose on the companies concerned restrictions which are not indispensable to the attainment of these objectives; and (iv) does not afford such companies the possibility of eliminating competition in respect of a substantial part of the products in question.

The Commission's and national competition authorities' leniency policy encourages companies to hand over inside evidence of cartels to the Commission. The first company in any cartel to do so will not have to pay a fine. In recent years, most cartels have been detected by the Commission after one cartel member revealed the existence of a secret cartel and applied for leniency though the Commission also continues to carry out its own investigations to uncover cartels.

The Commission also encourages individuals to report any inside knowledge they may have of a cartel to the Commission. They can do this openly or anonymously through a "whistle-blower" tool established in 2017. This tool protects whistle-blowers' anonymity through a specifically- designed encrypted messaging system that allows two-way communications. Individuals also benefit from increased protection from Directive (EU) 2019/1937 on the protection of persons who report breaches of EU law.

1. Vertical restraints

Vertical restraints are restrictions on the competitive behavior of a party that occur in the context of vertical agreements. Examples of vertical restraints include: exclusive distribution, certain types of selective distribution, territorial protection, export restrictions, customer restrictions, resale price maintenance ("RPM"), exclusive purchase obligations and non-compete obligations.

The prohibition under Article 101 TFEU may apply to vertical restraints provided that they are not:

(i) "genuine agency" arrangements; or (ii) concluded among related companies.

Certain restraints qualify as "hardcore" restrictions of competition due to the seriousness of the anti-competitive conduct. These include: (i) the fixing of minimum resale prices; (ii) certain types of restriction on the customers to whom, or the territories into which, a buyer can sell the contract goods; (iii) restrictions on members of a selective distribution system supplying each other or end users; (v) restrictions on component suppliers selling components as spare parts to the buyer's finished product; and (vi) certain restrictions on online selling.

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Under EU competition law and national equivalent, the inclusion of a hardcore restriction in a vertical agreement gives rise to a reversal of the burden of proof. Unless the parties involved can demonstrate that the hardcore restriction gives rise to pro-competitive efficiencies, the Commission is entitled to assume negative effects on competition and does not need to prove such effects.

Other clauses can also be problematic in vertical agreements, for example those relating to non- compete obligations (both before and after the termination of the agreement) and those restricting the sale of competing goods in a selective distribution system.

1. Prohibition of abuse of dominance

A company can restrict competition if it is in a position of strength on a given market. A dominant position is not in itself anti-competitive. However, if a company exploits its dominant position to foreclose competitors or exploit consumers, then such conduct will amount to an abuse of dominant position.

Article 102 TFEU prohibits any abuse by one or more companies with a dominant position within the internal market, because they are incompatible with the internal market in so far as they may affect trade between EU Member States. Similar considerations also apply at the national level.

Such abuse may for example consist in: (a) directly or indirectly imposing unfair purchase or selling prices or other unfair trading conditions; (b) limiting production, markets or technical development to the prejudice of consumers; (c) applying dissimilar conditions to equivalent transactions with other trading parties, placing them at a competitive disadvantage; or (d) making the conclusion of contracts subject to acceptance by the other parties of supplementary obligations which have no connection with the subject of such contracts.

1. Abuse of economic dependence

The abuse of economic dependence is prohibited under certain jurisdictions such as, for instance, Italy, France and Germany. This violation concerns a situation where a company that is in a position of relative strength to another abuses such position.

Differently from the abuse of dominance described under Section 4(c) above, the abuse of economic dependence does not require the existence of a dominant position. Instead, it requires some sort of superior position relative to a counterparty and it aims at protecting the weaker party from the abuse of such position by the party in the superior position.

By way of example, the Italian Competition Authority ("AGCM") has recently conducted an investigation against a couple of brands, which allegedly entered into an agreement which could

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condition the economic activity of its franchisees, preventing them from running their business independently. The investigations were closed with binding commitments offered by the brands.

1. Merger control

1. EU and EU Member States merger control

The legal basis for EU Merger Control is Council Regulation (EC) No 139/2004, the EU Merger Regulation ("EUMR"). The EUMR prohibits mergers and acquisitions that would significantly reduce competition in the EU, for example if they would create dominant companies that are likely to raise prices for consumers.

Therefore, the EUMR provides a mechanism for the review of mergers and acquisitions with an "EU dimension" (i.e., where certain turnover-based thresholds are met) while national legislation provides for the rules for the examination of mergers and acquisitions at national level. Once mergers or acquisitions have an EU dimension, they will be assessed in a single procedure by the Commission at EU level.

The EUMR applies to any "concentration" that has, or is deemed to have, an EU dimension. The concept of concentration includes mergers, acquisitions of control and the creation of full- function joint ventures.

One of the main consequences of the application of the merger control rules is that the concentration generally shall be notified to the Commission or the relevant national competition authority. When this rule applies, the concentration cannot be implemented unless and until the authority authorizes it.

Hefty fines can apply should the merging parties fail to observe the mandatory premerger notification and waiting period and/or clearance requirements under applicable merger control laws (gun-jumping).

When a concentration has no EU dimension, it may be nonetheless reviewed by the merger control regimes of the EU Member States. This is the case when the merger filing thresholds set out by the national legislations are met.

1. International merger control

As it is the case for the EU and EU Member States' merger control rules, a concentration may be reportable in other jurisdictions outside the EU. In particular, national filing obligations may arise when certain thresholds are met which are typically based on turnover, asset value and market share data.

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