COM PLI ANCE

INTEGRITY – FAIRNESS – SUCCESS

CODE OF CONDUCT

RESPONSIBLE ACTION GUIDELINES

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FOREWORDTOGETHER WE ENSURE THAT GERRY WEBER CON-TINUES TO BE SEEN AS A RESPON SIBLE AND RELI­ABLE ROLE MODEL.

Ralf Weber

THE SUCCESS OF GERRY WEBER IS THE SUCCESS OF ITS BRANDS. These have been built up over many years and enjoy great trust from customers and business partners. Justifying and building on this trust is one of the tasks of each individual employee.

To help them fulfil this task, we provide our employees with a consistent and reliable basis and have therefore developed Responsible Action Guidelines, which are summarised in the GERRY WEBER Code of Conduct.

The Code of Conduct is of universal validity and applies to the Managing Board, our executives and all employees worldwide. It is designed to meet our own as well as society’s demands. To ensure that responsible action becomes an integral element of our daily work, we have additionally drawn up a series of Group guidelines to which reference is made in the Code of Conduct. This way, we establish a binding framework which helps us achieve our goals and con- tinue our shared success.

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RALF WEBER, CHIEF EXECUTIVE OFFICER, GERRY WEBER INTERNATIONAL AG

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GERRY WEBER SHOWROOM HALL 29 IN DÜSSELDORF

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RESPONSIBLE ACTION GUIDELINES CODE OF CONDUCT

1. VALUES AND PRINCIPLES 7

1.1 Law-abiding behaviour 7

1.2 Equal opportunities, respect and integrity 9

1.3 Responsibility and role model function 9

2. BEHAVIOUR IN DAY-TO-DAY BUSINESS 10

2.1 Antitrust and competition law 10

2.2 Gifts, invitations and other privileges 12

2.3 Donations and sponsorships 16

3. AVOIDING CONFLICTS OF INTEREST 19

3.1 Relationships with business partners 19

3.2 Active entrepreneurial occupation 21

3.3 Secondary occupation 21

3.4 Superior-subordinate relationships 21

4. HANDLING OF INFORMATION AND DATA 22

4.1 Records and reports 22

4.2 Information and knowledge management 22

4.3 Confidentiality and responsible use of information 24

4.4 Data protection and data security 24

5. INSIDER INFORMATION 26

6. MEDIA AND THE PUBLIC 27

7. TREATMENT OF COMPANY EQUIPMENT AND COMPANY ASSETS 29

8. HEALTH, ENVIRONMENT AND SAFETY 30

8.1 Health 30

8.2 Environmental, animal and species protection 32

8.3 Safety 32

9. SOCIAL COMPLIANCE 35

10. WHISTLEBLOWING 36

11. CONTACTS 39

CON TENT

Note: The masculine form has been chosen for descriptions relating to persons to make the text easier to read. Self-evidently, both genders are meant.

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1.1 LAW-ABIDING BEHAVIOURGERRY WEBER EXPECTS ITS EMPLOYEES TO COMPLY WITH THE LEGAL PROVISIONS OF THE LAWS UNDER WHICH THEY OPERATE AS WELL AS ANY INTERNAL DIRECTIVES AND AGREEMENTS. In particular, violations of laws entailing sovereign sanctions must be avoided by all means. Every employee should be aware that violations may entail consequences under criminal and liability law as well as disciplinary consequences. It is therefore important that everybody knows the legal regulations and internal direc-tives that are relevant for their sphere of activity. GERRY WEBER supports the authorities in performing their tasks, which is why the Managing Board and the Head of Fi-nance, respectively, must be informed of any government investigations or tax matters.

1. VALUES AND PRINCIPLES

ALONGSIDE COMPLIANCE WITH LAWS AND RULES, COMPLIANCE IS ALSO ETHICAL CONDUCT; THIS IS THE PAR-TICULAR WAY IN WHICH WE CREATE THE BASIS FOR MUTUAL TRUST.Heinz-Walter Pentek – Chief Compliance Officer

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1.2 EQUAL OPPORTUNITIES, RESPECT AND INTEGRITY

AT GERRY WEBER EVERYBODY IS GIVEN EQUAL OPPORTUNITIES AND IS EMPLOYED, PAID AND PROMOTED EXCLUSIVELY ON THE BASIS OF THEIR SKILLS. We respect human rights and make sure they are complied with. This includes, in particular, maintaining the personal dignity and privacy of every individual. GERRY WEBER will not accept the discrimination of a customer, an employee, a business partner or any other person. No form of sexual harassment, coercion or verbal attack will be accepted; the same applies to intimidating, discrimi-nating or insulting behaviour. We encourage our employees to stand by each other and by others.

1.3 RESPONSIBILITY AND ROLE MODEL FUNCTION

As a company, GERRY WEBER also thrives on its excellent reputation. Every employee is therefore obliged to pay attention to the company’s public image. Our executives must demonstrate exemplary personal behaviour. They are responsible for ensuring that no violations of the law occur in their sphere of responsibility which could have been prevented by proper information and supervision.

1. VALUES AND PRINCIPLES

AT GERRY WEBER WE ALL BENEFIT FROM THE EXCEL-LENT REPUTATION OF OUR COMPANY. OUR MANAGERS ESPECIALLY BEAR RESPONSIBILITY FOR EXEMPLARY PERSONAL CONDUCT.Jörg Stüber – Chief Finance Officer

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2.1 ANTITRUST AND COMPETITION LAW

GERRY WEBER IS COMMITTED, WITHOUT ANY RESTRICTION WHATSOEVER, TO FAIR AND OPEN COMPETITION AS WELL AS TO FAIR CONTRACTS WITH ALL BUSINESS PARTNERS. We rely on the quality of our employees and our products.

It is not permissible to discuss confidential or competition- related matters such as prices or costs with competitors. Nor is it permissible to allocate territories or customer groups or to exchange information on business relationships and their terms and conditions, on bidding behaviour and on supply capacities. GERRY WEBER will not use its market po- sition to gain advantages by dictating prices or refusing to make deliveries.

2. BEHAVIOUR IN DAY-TO-DAY BUSINESS

THE PERSONALITIES OF ALL EMPLOYEES REPRESENT THE GERRY WEBER BRAND. THIS MAKES IT ALL THE MORE IMPORTANT TO DISPLAY CORRECT AND PROFESSIONAL CONDUCT AT ALL TIMES – TOWARDS ALL OF OUR STAKEHOLDERS: PARTNERS, CUS- TOMERS, EMPLOYEES AND COMPETITORS.Ralf Weber – Chief Executive Officer

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TALKABOUT AT THE INTERNATIONAL FASHION FAIR PANORAMA IN BERLIN.

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2.2 GIFTS, INVITATIONS AND OTHER PRIVILEGES

EMPLOYEES OF GERRY WEBER HAVE MANY EXTERNAL CONTACTS AND MUST OFTEN TAKE QUICK AND FAR-REACHING DECISIONS, WHICH IS WHY THEY ARE PARTICULARLY EXPOSED TO EXTERNAL INFLUENCE. For us it goes without saying, however, that we do not let ourselves be influenced by gifts and invitations. Cooperation with our business partners should exclusively be based on objec- tive and comprehensible criteria such as quality, service, price and sustain-ability in the best interests of GERRY WEBER.

ASKING AND ACCEPTINGIt is not permissible to ask an employee of another company or another third party for personal privileges in conjunction with business activities or to accept such privileges from them. Accepting gifts and other privileges is permissible provided that these are occasional gifts, favours or other grants of low value and provided that these are not accepted frequently. Monetary gifts and all kinds of grants which are, or might appear to be, designed to influence business decisions are not permissible. Gifts which are not permissible must be rejected or returned. If this is not possible or not appropriate, they must be donated or raffled internally.

RELIABLE AND TRUSTING BUSINESS RELATIONSHIPS WITH OUR PARTNERS AND SUPPLIERS ARE AN IMPORTANT SUCCESS FACTOR FOR OUR COMPANY. HOWEVER, WE MAKE DECISIONS FREELY AND WITHOUT BEING DEPENDENT.Axel Brinkmeyer – Director Production & Offices

2. BEHAVIOUR IN DAY-TO-DAY BUSINESS

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INVITATIONS TO BUSINESS DINNERS OR EVENTS WITHIN ADEQUATE LIMITS MAY BE ACCEPTED. An invitation shall be deemed to be adequate if its value is in line with the position of the invitee and with general business practice.

OFFERING AND GRANTINGThe standards we apply to our business partners also apply to ourselves, which is why we do not grant gifts which could cause a conflict of interest for the recipient. In particular, it shall be ensured that civil servants and other officials are not offered or granted any privileges whatsoever – such as gifts or invitations – without the approval of the Managing Board. The only exception are gestures of politeness in the context of a business meet-ing. By contrast, occasional or promotional gifts of low value to business partners from the private sector are permissible. They must be chosen such that the recipient does not get the impression of dishonesty. We do not grant gifts to business partners whose internal regulations prohibit the acceptance of such gifts and where we are aware of such regulations. It is permissible to make invi- tations to business dinners or events which are within adequate limits.

2. BEHAVIOUR IN DAY-TO-DAY BUSINESS

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2.3 DONATIONS AND SPONSORSHIPS

GERRY WEBER IS AWARE OF ITS RESPONSIBILITY FOR EDU- CATION AND SCIENCE, FOR SPORTS, ARTS AND CULTURE AS WELL AS FOR SOCIAL MATTERS, which is why we make monetary and non-monetary donations or provide free services. All donations must be adequate and transparent and comply with applicable laws. We do not make dona- tions to individuals, to private accounts and to persons or organisations that could adversely affect the reputation of GERRY WEBER. Every donation and every sponsorship activity must be approved by the Managing Board in writing.

BASED ON OUR OWN IDENTITY, WE HAVE MAINTAINED CONSISTENT PART­NERSHIPS WITH CULTURAL AND SO­CIAL INSTITUTIONS FOR MANY YEARS.Karsten Oberheide – Managing Director GERRY WEBER Retail GmbH

2. BEHAVIOUR IN DAY-TO-DAY BUSINESS

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GERRY WEBER SUPPORTS THE NON-PROFIT ORGANISATIONVIVA CON AGUA. THE PROCEEDS FROM THE SALE OF PAPERBAGS ARE GOING TO PROJECTS FOR CLEAN WATER IN NEPAL.

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GERRY WEBER EXPECTS ITS EMPLOYEES TO BE LOYAL TO THE COMPANY. It is therefore important to separate personal and job matters. We want our employees to be able to identify and avoid situations which could lead to a conflict between their personal interests and the interests of GERRY WEBER. The rule is that even potential conflicts of interest must be reported to the superior. The aim then is to jointly find a solution.

3.1 RELATIONSHIPS WITH BUSINESS PARTNERSBusiness decisions must always be geared to the interests of GERRY WEBER and not to our own personal interests. This is why an employee or a person closely related to an employee (spouse or partner, relatives and persons sharing a home with the employee) working at a business partner company shall not take or influence business decisions which could be relevant for GERRY WEBER. Personal relationships with a business partner must not lead to preferential treatment of this business partner. This applies, in particular, where an order may be influenced directly or indirectly. Where employees find themselves in such a situation, they must inform their superior to ensure that business decisions can be reviewed or delegated appropriately.

3. AVOIDING CONFLICTS OF INTEREST

MOTIVATED EMPLOYEES, WHO IDENTIFY WITH THE COMPANY, ITS AIMS AND VALUES, ARE THE DRIVING FORCE BEHIND OUR QUALITY, SUCCESS AND GROWTH.Dirk Wefing – Executive Vice President Shared Services

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Where an employee sources goods or services for personal use from a business partner, the market price must be paid and payment must be documented in writing. Discounts or price reductions may be accepted only if they are offi- cially granted to employees of GERRY WEBER.

3.2 ACTIVE ENTREPRENEURIAL OCCUPATIONIt is not permissible for employees to run a company or business which com- petes with GERRY WEBER. In exercising their tasks at GERRY WEBER, em ployees must not be involved in dealing with a company in which they or a related party holds an interest. Investments in publicly traded companies are not covered by this ban.

3.3 SECONDARY OCCUPATIONSecondary occupations may lead to conflicts of interest and adversely affect productivity and effectiveness. Employees taking up a secondary occupation must therefore inform their superiors.

3.4 SUPERIOR-SUBORDINATE RELATIONSHIPSWhen filling positions, care needs to be taken not to create superior-subordi-nate relationships between relatives, spouses and other persons in equivalent relationships. The Human Resources Department has to be advised of all existing relationships of this type involving employees who are authorised to issue instructions or perform supervisory or controlling roles.

CONTROL MECHANISMS AND CODE OF CONDUCT ARE IMPORTANT AND NECESSARY INSTRUMENTS. FOR THEM TO WORK, THEY NEED A STURDY BASIS OF LOYALTY AND TRUST BASED ON MUTUAL RESPECT AND APPRECIATION OF VALUES.Olaf Dieckmann – Chairman Works Council

3. AVOIDING CONFLICTS OF INTEREST

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4.1 RECORDS AND REPORTSGERRY WEBER expects all records to be made in accor-dance with applicable laws in a sufficiently detailed, com- plete, true, timely and comprehensible manner. Important decisions and actions entailing financial consequences must be agreed according to the four-eye principle and be approved in accordance with internal rules. Funds approved may only be spent on the approved purposes. Pursuant to applicable regulations, all employees are responsible for the complete and true documentation of their business expense.

4.2 INFORMATION AND KNOWLEDGE MANAGEMENT

All employees are obliged to ensure a smooth and swift exchange of information within the company. Knowledge that is relevant for the activity must not be distorted, passed on selectively or withheld from other units unless this is required because of priority interests (e.g. confi-dentiality and secrecy requirements or data protection rules). This presupposes that information is documented and filed in such a way that every employee authorised to make decisions can find it sufficiently quickly.

4. HANDLING OF INFOR MATION AND DATA

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4.3 CONFIDENTIALITY AND RESPONSIBLE USE OF INFORMATION

CONFIDENTIAL INFORMATION MUST BE TREATED CONFIDENTIALLY. This also applies to confidential information of our customers and business partners unless the disclosure of such information has been authorised explicitly. Where business relationships require the exchange of confidential information, a written confidentiality statement must be issued or a corresponding agree- ment be signed in advance. The duty to maintain confidentiality continues to apply after the end of the employment or business relationship.

4.4 DATA PROTECTION AND DATA SECURITYGERRY WEBER RESPECTS THE PRIVACY OF ITS CUSTOMERS, EMPLOYEES AND BUSINESS PARTNERS AND AIMS TO MAINTAIN THE HIGHEST STANDARDS IN THE PROCESSING OF DATA. Personal data may be collected, processed or used only to the extent this is legally permissible or the person affected has given their authorisation. The use of data must be transparent to the persons con- cerned. Their rights of informa tion and notification and, if applicable, objection, blocking and deletion must be respected. The IT unit takes appropriate orga- nisational and technical measures to ensure secure and protected access to electronic data. Every employee is responsible for the proper use of their login data. In particular, it is prohibited to pass on login data to third parties.

DATA PROTECTION AND IT SECURITY MUST BE LIVED OUT BY ALL EM PLOYEES; EVEN THE BEST TECHNICAL SUPPORT ONLY ACTUALLY OFFERS BASIC PROTECTION.Olaf Jacobsen – Head of IT Competence Center Technology

4. HANDLING OF INFOR MATION AND DATA

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INSIDER INFORMATION IS ALL INFORMATION WHICH IS NOT PUBLICLY KNOWN AND WHICH MAY HAVE A MATERIAL INFLUENCE ON THE SHARE PRICE IF AND WHEN IT BECOMES KNOWN. Insider information may not be used or passed on to third parties – including relatives and friends – without authorisation. It is permissible to pass on such information within the Group only if the recipient needs the information for their work.

Insider-relevant knowledge must be secured in such a way that it cannot be accessed by unauthorised parties. If insider information has been passed on unintentionally, the Investor Relations unit must be informed immediately.

5. INSIDER INFORMATION

THE TRANSFER OF INSIDER INFOR­MATION OR PERSONAL USE OF THE INFORMATION IS SOMETHING THAT CANNOT BE TRIFLED WITH. INFORMA-TION NOT DISCLOSED TO THE PUBLIC MUST NEITHER BE PASSED ONTO THIRD PARTIES WITHOUT AUTHORIZATION NOR SERVE AS A REASON TO BUY OR SELL SHARES.Claudia Kellert – Chief of Investor Relations

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COMMUNICATION WITH THE MEDIA IS CONDUCTED EXCLUSIVELY THROUGH THE MEMBERS OF THE MANAGING BOARD AND INVESTORS RELATIONS. All other employees are barred from providing information to media representatives without prior approval by the competent departments, managers or executives.

Where social media such as Facebook, Internet forums or blogs are concerned, attention should be paid to treating one’s own company and its customers, partners, employees and products with respect. Where an employee is identi- fied or can be identified as an employee of GERRY WEBER, they must make it clear that the posting reflects their own view and not that of GERRY WEBER.

6. MEDIA AND THE PUBLIC

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EVERY EMPLOYEE IS RESPONSIBLE FOR THE PROPER AND RESOURCE-EFFICIENT USE OF COMPANY EQUIPMENT. All employees are obliged to protect the company’s assets and possessions against loss, theft, damage or misuse. Information and documents may be reproduced only for business purposes. It is prohibited to remove documents or other company assets from the premises without a business-related reason.

7. TREATMENT OF COMPANY EQUIPMENT AND COMPANY ASSETS

INTERNAL RULES SHOULD BE KNOWN AND RESPECTED – THEY ALSO APPLY TO THE PROTECTION AND CAREFUL TREATMENT OF COMPANY PROPERTY AS WELL AS UNJUSTIFIED DISCLOSURE OF INTERNAL INFORMATION.Jörg Stüber – Chief Finance Officer

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GERRY WEBER IS COMMITTED TO CONDUCTING ITS BUSINESS IN A WAY WHICH MAKES THE COMPANY AN EXEMPLARY EMPLOYER AND BUSINESS PARTNER.

8.1 HEALTHThe health of our customers and employees is of the greatest importance. This is why GERRY WEBER has committed itself to using only products that are known to be harmless to humans. This means that attention is paid already during the design phase to ensuring that materials comply with the laws and internal regulations and do not pose a health hazard neither during the production process nor when in use.

Besides the careful selection of raw materials suppliers and continuous checks of the critical parameters by independent and certified labs, this includes compliance with a catalogue of requirements which comprises all minimum standards of product and human ecology.

8. HEALTH, ENVIRONMENT AND SAFETY

ANYONE WHO WEARS FASHION CAN ALSO BEAR RESPONSIBILITY. THIS STATEMENT BY OUR SUPPLIER OF ORGANIC COTTON GETS TO THE HEART OF WHAT WE WORK ON DAY-BY-DAY: ORGANIZING PURCHASING AND RETAIL IN A SAFE WAY FOR PEOPLE, HEALTH AND THE ENVIRONMENT IS PART OF OUR SUSTAINABILITY STRATEGY.Rena Marx – Director Product Management GERRY WEBER Casual

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GERRY WEBER LOGISTICS CENTER RAVENNA PARK HALLE / WESTFALEN

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8.2 ENVIRONMENTAL, ANIMAL AND SPECIES PROTECTION

GERRY WEBER ATTACHES GREAT IMPORTANCE TO ENVIRONMENTAL PROTECTION AND THE PRESERVATION OF NATURAL RESOURCES. The sparing use of energy in all divisions is an example of our environmental protection efforts, as is the optimum utilisation of residues and waste at our own locations. Corresponding arrangements for compliance with environmental standards have been agreed with the suppliers to our foreign production facilities. GERRY WEBER has commit-ted itself and obliges its suppliers to comply with species protection legislation. It is prohibited to use or process skins or furs of wild animals or animals bred specifically for purposes of the clothing industry. GERRY WEBER also opposes animal tests for the development of new products or materials as well as any breeding and husbandry methods which are not consistent with the respec-tive animals’ natural needs.

8.3 SAFETYEVERY EMPLOYEE SHARES THE RESPONSIBILITY to assist GERRY WEBER in ensuring safe working conditions. This applies to the technical planning of workplaces, equipment and processes as well as to safety management and the personal behaviour at work.

8. HEALTH, ENVIRONMENT AND SAFETY

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GERRY WEBER ASSISTS IN ENSURING THE BASIC HUMAN AND LABOUR RIGHTS ALSO FOR THE EMPLOYEES OF OUR SUPPLIERS. To achieve this, GERRY WEBER obliges its suppliers to comply with the minimum social standards of the BSCI Code of Conduct. The social standards include, in particular, the prohibition of child and forced labour as well as equal opportunities and ensuring humane working conditions. Agreements with suppliers contain regulations regarding minimum wages, minimum leave and maximum working hours. Where no or no adequate national laws exist, the GERRY WEBER social standards define the minimum requirements.

9. SOCIAL COMPLIANCE

WE HAVE INITIATED A DEVEL­OPMENT WITH THE MUTUAL WORK BETWEEN INDUSTRY AND THE BSCI. WE WANT TO CONTINUE ON THIS PATH WITH OUR PARTNERS.Annette Koch – Head of Corporate Social Responsibility

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GERRY WEBER ENCOURAGES ITS EMPLOYEES TO VOICE THEIR IDEAS AND REQUESTS OPENLY AND DIRECTLY. Employees should highlight circumstances which suggest that laws or internal directives have been or are being violated. GERRY WEBER will investigate all incidents of whistleblowing with due care and take appropriate measures where necessary. All cases of whistleblowing will be treated confi- dentially. We guarantee that the whistleblower will be protected. On the other hand, the deliberate abuse of the possibility to blow the whistle will not be tolerated.

Whistleblowers may contact their superior, the manage-ment, the staff council and the Chief Compliance Officer. They may also anonymously contact the ombudsman of GERRY WEBER. If requested, the ombudsman will not dis- close the identity of the whistleblower to GERRY WEBER.

10. WHISTLEBLOWING

MAKE USE OF THE OPPORTUNITIES OF WHISTLEBLOWING MANAGEMENT IN THE INTERESTS OF OUR COMPANY.Ralf Weber – Chief Executive Officer

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11. CONTACTS

EVERY EMPLOYEE MAY CONTACT THEIR SUPERIOR OR THE CHIEF COMPLIANCE OFFICER OF GERRY WEBER IF THEY HAVE QUESTIONS or suggestions regarding the Code of Conduct or the Compliance Programme in general:

HEINZ-WALTER PENTEK

Director Corporate Audit & ComplianceTelephone: +49 (0) 5201 185-88 46 Mobile phone: +49 (0) 172 105 60 74

compliance@gerryweber.com

OMBUDSMAN:

DR. CARSTEN THIEL VON HERFF, LL.M.Lawyer

THIEL VON HERFF RechtsanwälteDetmolder Str. 30, D-33604 BielefeldTelephone: +49 (0) 521 557 333-0Mobile phone: +49 (0) 151 582 303 21Fax: +49 (0) 521 557 333-44

ombudsmann@thielvonherff.de

GERRY WEBER International AG Neulehenstraße 8 • 33790 Halle / Westfalen

Telephone: +49 (0) 5201 185-0 • Fax: +49 (0) 5201 109-31 compliance@gerryweber.com • gerryweber.com