CODE OF ETHICS

Document approved by the Board of Directors on 22/09/2012

1.    Purpose and scope of application

It has always been Moleskine's approach to adopt the highest of ethical standards, both in the way the company does business and how it interacts with internal and external entities/individuals ("stakeholders"). The purpose of this Code of Ethics (hereafter "the Code") is to reaffirm the company's deep-seated commitment to meeting the highest standards of legal and ethical conduct in its commercial dealings. The Moleskine brand was founded in 1997, reproducing the type of legendary notebooks used by artists and intellectuals over the past two centuries. Today the Moleskine name is identified with a family of nomadic objects: notebooks, diaries, jotters, bags, writing instruments and reading accessories, dedicated to our mobile identity. Indispensable companions to the creative and imaginative professions of our time, bound up tightly with the digital world. Moleskine S.p.A. (hereafter "Moleskine" or "the company") is a creative company experiencing continual growth. It can today count on a vast network of partners and associates. Its head office is in Milan. Moleskine America, Inc. is the American affiliate, with offices in New York, established in 2008; Moleskine Asia Ltd is the Asia-Pacific affiliate, with offices in Hong Kong, established at the end of 2011; Moleskine Shanghai was established in 2012. This Code is applicable to Moleskine SpA, and the following addressees are subject to its provisions: members of the management boards, the proxy holders, employees and contractors of the company, regular suppliers that contribute to the company's value chain, commercial partners and all those who act directly or indirectly, permanently or temporarily, in the name of and on behalf of the company (hereafter, for short, "Addressees" and, individually, "the Addressee"). All those subject to the Code are asked to accept and adhere to the values contained therein. Customers are asked to take note of the adoption of the Code by the company and to undertake to adhere to the values contained therein, in the belief that this matter is of fundamental importance for maintaining a business relationship. Any non-compliance by customers with the principles contained in the Code shall be evaluated, so that the rights and interest of the company are protected. All those subject to this Code must do whatever possible to avoid even the semblance of illicit behaviour, and are required to adhere to the highest ethical and legal standards, and to comply with the law, in order to safeguard the integrity and reputation of the company.

2.    Corporate mission

Moleskine develops, markets and sells products for the creation, communication and sharing of information, knowledge and passions. The company's primary objective is to support its customers in expanding and sharing creativity and knowledge, preserving and enhancing the qualities and specific nature of each one of them. Moleskine moreover seeks to be recognised and perceived as the leader in its market, generating value, positivity and innovation through the commitment of all its people, the propriety of its conduct, the excellence of its products and its quality of service. These factors constitute the guidelines for how the company operates and the most solid basis for generating consensus, growth, stability and profits for the company, its shareholders and its employees. Paying due heed to traditional values of quality, service, research, design and experimentation is how the company stands out in a market that is ever more demanding and competitive.

3.    Fundamental values

The company pledges to conduct its business on the basis of the following principles:

Value creation

Moleskine undertakes to combine financial and social value with the objective of satisfying, over time, the legitimate expectations of all parties with which it entertains a business relationship. Innovation Moleskine undertakes to contribute to the development and wellbeing of the community in which it operates, pursuing the objective to introduce wide-ranging innovation at all levels of the organisation, constantly acting to maintain and continually improve the way it does business.

Social and environmental responsibility

Moleskine has always paid close attention to sustainability issues, from which some of its fundamental values are derived. The company is active on a daily basis reducing the direct and indirect environmental impact of its routine activities, both in the office and in connection with the production processes it manages.

Safety, quality and aesthetics

Quality combined with a certain style in appearance and product safety represent Moleskine's primary commitment. The company considers product beauty, quality and safety to representm innate values of the items it makes. Moleskine has a broad conception of what is meant by aesthetics: culture, free creativity, space and time for thinking, the imagination, emotion.
Quality is deeply conceived: careful attention both to the detail and the whole, regarding things and relationships. From concept to design, from the choice of materials to production, from the workplace to lifestyle and relationships with employees, partners and the public.

4.    Principles of conduct in managing the business


4.1    Compliance with the law
 Compliance with both the letter and the spirit of the law is the foundation upon which the ethical standards of this company rest. All Addressees must abide by the laws in force in the countries in which they operate. The company will not begin or continue with any relationship with persons or entities that do not intend to comply with this principle. Any conduct, perpetrated individually or in concert with others, that may be construed as relevant to any type of criminal offence is forbidden, especially if contemplated by Legislative Decree 231/01 as amended.
4.2    Prevention of conflicts of interest
As is consistent with its values of honesty and propriety, Moleskine pledges to take all necessary steps to prevent and avoid conflicts of interest. A conflict of interest may arise when an Addressee undertakes activities, or has interests, that might make it difficult for him or her to carry out his or her own work or that of the company objectively and effectively.
There follows a non-exhaustive list of examples:
1. Holding an investment, or having a material interest, such as for example occupying any role –executive, functionary, partner, consultant, employee, distributor or agent–, in any company that is an existing or rival supplier, an existing or potential customer or a competitor of the company. Ownership of a stake of under 5% in a publicly quoted company is not considered to be material.
2. Carrying out commercial transactions with the competition, suppliers or customers for personal gain.
3. Divulging or making other improper use of confidential information or any sort obtained as a result of the bond between employee and company.
4. Obtaining the benefit, for oneself or for other persons, of any commercial opportunities held to be, or that could reasonably be foreseen as being, of interest to the company.
4.3    Company information and accounting records
The company pledges to ensure that all transactions are properly recorded, authorised, verifiable and legitimate, and that the decision-making, authorisation and execution processes may be checked. Each transaction must be supported by adequate documentation to allow checks to ben carried out at any moment, so that the characteristics and justification for the transaction may be attested to, and so that the persons who authorised, executed, recorded and verified the transaction may be identified.
All Addressees must ensure that verbal and documentary (on paper and in digital form) information produced as part of their working activities, each according to his or her area of competence and responsibility, is as truthful, transparent and complete as possible.
In particular all persons involved in producing the information contained in the financial statements, company reports and all corporate communications are requested:
- to behave in a manner inspired by principles of propriety, transparency, cooperation and compliance with current applicable law and regulations so that true and fair information is supplied about the company's income statement, balance sheet and financial position;
- to ensure the availability of adequate documentation in support of each transaction, to allow it to be booked easily in the accounting records, so that the various levels of responsibility may be identified and so that the transaction may be accurately reconstructed.
4.4    Propriety regarding flows of funds
Any transaction that may imply the slightest possibility of the company being involved in receiving stolen goods, laundering money or using assets or funds of illicit origin is strictly forbidden. Flows of funds must be managed in a way the ensures full traceability of the relevant transactions, with sufficient documentation being preserved, and in observance of the limits of responsibilityassigned to each individual. Compliance with the following principles regarding documentation and preservation of the accounting records is necessary for said purpose:

- all incoming and outgoing payments and other transfers must be recorded accurately and in full in the company's accounting system;
- all payments must be made only to individuals/entities and in relation to business activities governed by contracts that have been formally approved and/or deliberated by the company.

The company puts in place the controls necessary to verify the authenticity of ready cash that is collected and used as part of the company's business. Addressees are asked to give the utmost care and attention when handling ready cash to ensure that counterfeit money is neither collected nor spent.
4.5    Confidentiality of information and protection of privacy
Moleskine guarantees the confidentiality of information in its possession, and refrains from communicating confidential information, except when express and informed authorisation is given, and in conformity with current legal standards. Addressees are required not to utilise confidential information for purposes that are unconnected with their working activities. In conformity with statutory provisions the company protects the confidentiality of personal data and information, and sets out appropriate procedures designed to ensure the proper handling, internal management and communication outside the company of said information. Personal data is handled using suitable tools for a period of time strictly necessary to accomplish the purpose for which they were collected. Specific security measures are followed to prevent the loss of data, its illicit or improper use and unauthorised access being gained to said data.
4.6    Company assets and IT systems
Each Addressee must undertake to safeguard company assets and ensure their efficient use. Theft, negligence and waste have a direct impact on the company's profitability. Any instance of fraud or suspected fraud must immediately be reported so it can be investigated. Addressees are forbidden to use company assets and funds, directly or indirectly, for illegal purposes or to accomplish any illegal objective. Company assets that Addressees are obliged to safeguard include proprietary information. The following are examples of what is understood by the term proprietary information: intellectual property, including trade secrets, patents, trademarks and copyrighted material; sales, marketing and service plans; technical conceptions and manufacturing blueprints; designs, databases, registers, remuneration-related information and any unpublished piece of data or financial report. The unauthorised use or distribution of this information would constitute a violation of company regulations; it might also constitute an illegal act, resulting in civil or even criminal penalties.
4.7    Fair competition
It is Moleskine's intention to outdo the competition in performance terms, with fairness and honesty. Stealing proprietary information, possessing commercially secret information obtained without the consent of its owner or procuring such disclosures from current or past employees of other companies is forbidden. Each employee must undertake to act fairly in dealings with customers, suppliers, competitors and company employees, in a way that respects their rights. No Addressee may unjustly take advantage of an individual through deception, concealment, abuse of privileged information, misrepresentation of important facts or any other intentionally unfair practice.
4.8    Personal transactions
Addressees may not use preferential or classified information to carry out personal transactions, directly or indirectly, including through a third party, for themselves or on behalf of third parties. Advising or urging any third party to carry out transactions with financial instruments utilising the abovementioned information is also not allowed.
4.9    Gifts, presents and other forms of benefits
In business relationships with third parties, the receiving or offering of benefits (direct or indirect), gifts, favours or hospitality is forbidden if, due to their nature or value, they could be construed as an attempt to obtain favourable treatment and are in any case are not consistent with usual levels of business courtesy.


5.    Principles of conduct in relations with stakeholders

5.1    Employers and contractors
Moleskine recognises the importance of its employees and contractors, as one of the fundamental factors in achieving corporate objectives, and adopts procedures and techniques for selection, development, evaluation and training aimed at achieving the highest level of propriety and equal opportunities without discrimination on the basis of gender, race, age, sexual orientation, religious beliefs or any other factor. Staff are recruited on the basis of their experience, attitude and skills. Recruitment is based exclusively on the correspondence between expected and required profiles. The company manages its business in observance of the mandatory regulations covering work environment conditions, undertaking to contrive a dignified environment that is respectful of all. The company considers unacceptable any type of violence, harassment or undesirable conduct that violates the dignity of the person to whom such behaviour is directed. All forms of sexual harassment are therefore forbidden, as is harassment linked to personal, cultural or religious diversity. In addition, all those who observe or are the victim of any form of harassment are asked to report this to the relevant managers in the company or the Supervisory Board.
The company pledges to propagate and reinforce a safety culture by developing awareness of risks, and developing knowledge of, and compliance with, current prevention and protection legislation, promoting responsible behaviour on the part of all workers. No employee and contractor may expose others to risks and dangers that might cause harm to their health or physical safety, and it is recalled that each worker is responsible for and must act bearing in mind the aim of ensuring an effective management of workplace health and safety. Everyone is involved and thus called upon to take an active part in constantly improving the conditions of safety in the workplace.
5.2   Shareholders
One of the objectives of the company is to increase the value of its shareholders' investments through pursuit of a development and risk management policy that over time allows satisfactory financial results to be achieved and the company's net assets to be preserved.
The company is committed to ensuring the utmost transparency and timeliness regarding the information reported to shareholders, in compliance with the applicable legislation.
5.3    Media and external communications
The company pledges not to distribute false information or information whose purpose is to mislead investors and/or bring about a perceptible change in the price of financial instruments and/or damage competitor companies, and adopts suitable processes for the purpose. Addressees are required to comply with said processes. Press relations are handled exclusively by individuals expressly authorised to carry out this task.
5.4    Protection of the environment
The environment is a primary good that the company is committed to protecting and, for this reason, when planning its activities it seeks a balance between economic initiative and environmental protection, developing its business with the utmost respect of current environmental regulations, and always bearing in mind the rights of future generations. Following an initial environmental analysis aimed at identifying critical environmental situations, Moleskine has implemented an improvement programme, the purpose of which is to pursue the following environmental goals:
-Decrease in the usage of raw materials, in particular paper
-Increase in heat and energy efficiency of buildings
-Utilisation of certified ecological, biological and ethical products
-Decrease in/separation of waste produced
-Worker awareness and participation.
5.5    Customers
Moleskine pursues business success in Italian and international markets through its offering of a quality product that complies with all regulations. The company recognises that the appreciation of those who request its products is of primary importance to its success. High quality products that satisfy the reasonable expectations and needs of customers are therefore supplied, with a degree of efficiency within the limits provided for contractually.
5.6    Suppliers and distributors
Relationships with the company's suppliers and distributors are governed by compliance with principles of propriety, transparency and good faith. The company undertakes to adopt objective, declared and transparent selection criteria, and to observe scrupulously the conditions foreseen by the contract.
The amounts paid to suppliers and distributors must be exclusively commensurate with the goods or services indicated in the contract, and payments shall under no circumstances be made to a party other than the contractual counterparty, or in a third country other than the country of the parties or the country where the contract was executed.
The conduct of Moleskine in the provisioning phases is guided by the search for quality and value for money, with equal opportunity afforded to each supplier. The criteria used to select suppliers are characterised by propriety and impartiality of judgement. Selection is based on an evaluation of the quality and value for money of the products or services, technical and professional suitability, respect for the environment and social commitment. Those suppliers and distributors operating in sectors and/or with procedures deemed incompatible with the values contained in this Code shall be considered by Moleskine to be incompatible, even if the financial terms they offer are favourable. The company adopts specific processes that allow the behaviour of suppliers to be evaluated, in order to identify whether said behaviour conforms with international standards dealing with respect for human rights and the environment, and compliance with workplace health and safety regulations, so that any anomalies of sufficient importance to prejudice maintenance of their approved status are identified. In relationships with its suppliers, the company reiterates that any behaviour or action that could be
linked to an offence of criminal conspiracy is absolutely prohibited.
5.7    The Public Administration
Relationships with the Public Administration must only be handled by individuals expressly authorised for this task, and are guided by the utmost honesty and transparency; behaviours must reflect commitment and professionalism in all situations so as to safeguard and protect the image and reputation of the company. Those individuals who, in the course of their work, engage in dialogue and negotiation with the Public Administration, be it in Italy or abroad, are obliged to adopt a clear, fair and transparent approach, and must in no way influence the decisions of public employees in an improper manner, or behave illicitly (such as offering money, or other professional or personal benefits or favours) in a way that affects the impartiality and judgement of the representative of the Public Administration.
5.8    Public regulatory authorities and supervisory bodies
Communications, notifications and replies to requests sent to public regulatory authorities and to supervisory bodies must be prepared in observance of principles of completeness, integrity, objectivity and transparency. When checks and inspections take place, Addressees must adopt an attitude of the utmost openness and co-operation. Communicating untrue information, or fraudulently concealing facts, completely or partially, that should be communicated to the authorities is forbidden, and consciously obstructing in any way the duties of public regulatory authorities and supervisory bodies is severely forbidden. In order to prevent conflicts of interest and ensure the greatest transparency when inspections are carried out, relationships with public regulatory authorities and supervisory bodies must only be handled by the departments expressly authorised for this task.


6.   Implementation and control

The Supervisory Board, appointed pursuant to Legislative Decree 231/2001 to implement the company's Organisation, Management and Control system, is responsible for monitoring compliance with the regulations contained in this Code of Ethics; in carrying out this function it shall take the necessary steps to perform the checks it deems to be necessary. The company is committed to promoting knowledge of the Code among its Addresses, and to put in place suitable measures to ensure that the Code is fully implemented in reality. Alleged violations of the Code may be reported to the Supervisory Board at the email address organismodivigilanza@moleskine.com; the Board will take steps to evaluate the report, undertaking to keep the identity of the person making the report secret, subject to legal obligations. Reports made in good faith shall not lead to any negative repercussions to the detriment of the person making the report, including when the reports prove to be unfounded. Without prejudice to any penalties provided for by legislation in the case of violation of the regulations contained therein, the company shall determine penalties to be applied to Addresses who have behaved in a manner that contravenes the Code; these shall be imposed in a way that is proportional to the gravity and intentionality of the infringement committed, with it also being taken into account whether the non-fulfilments and/or infringements have been committed on a repeated basis.
Compliance with the Code of Ethics is an integral part of the terms and conditions of employment with the company for employees and executives, and every infringement of this Code will lead to disciplinary measures being taken, proportional to the seriousness and recidivism of the shortcoming, or the degree of blame, in compliance with the regulations contained in the applicable labour contracts (in Italy, the regulations contained in article 7 of Law 20 May 1970, number 300).
As for other Addressees subject to the Code, violation of the regulations contained therein shall lead to appropriate measures being taken, proportional to the seriousness and recidivism of the shortcoming involved or the degree of blame, up to the point of cancelling contracts on the grounds of just cause or due to non-fulfilment on the part of the individuals or entities indicated previously.