Introduction

Stoic Couture (the “Company”) requires the highest standards of professional and ethical conduct from its employees, officers, and directors. The Company’s reputation for honesty and integrity among its shareholders is crucial to its success. No employee, officer, or director will be permitted to achieve results through violations of laws or regulations or through unscrupulous dealings.

The Company intends that its business practices will align with the economic and social priorities of each location in which it operates. Although customs and standards of ethics may vary in different business environments, honesty and integrity must always characterize the Company’s business activity.

This Code of Business Conduct and Ethics (this “Code”) reflects the Company’s commitment to a culture of honesty, integrity, and accountability and outlines the basic principles and policies with which all employees, officers, and directors are expected to comply. Please read this Code carefully.

In addition to following this Code in all aspects of your business activities, you are expected to seek guidance if there is any question about compliance with both the letter and spirit of the Company’s policies and applicable laws. This Code sets forth general principles and does not supersede the specific policies and procedures covered in the separate employee handbooks of the Company and its subsidiaries (the “Employee Handbooks”), the separate Code of Conduct for vendors and licensees, or the separate specific policy statements of the Company, such as the Securities Trading Policy, the Related Person Transactions Policy, the Whistleblower Policy, and the Anti-Bribery Policy. References in this Code to the Company mean the Company or any of its subsidiaries.

Your cooperation is necessary for the continued success of the Company’s business and the cultivation and maintenance of its reputation as a good corporate citizen.

Conflicts of Interest

All employees, officers, and directors have an obligation to act in the best interest of the Company at all times. A conflict of interest exists when a Company employee, officer, or director is in a position to (i) compete with, rather than help, the Company or (ii) make a business decision not based on the Company’s interest but rather for his or her own personal advantage. A conflict situation can also arise when an employee, officer, or director takes actions or has personal or family interests that may make it difficult to perform his or her work effectively. Conflicts of interest also arise when an employee, officer, or director, or a member of their family or any of their affiliates receives improper personal benefits as a result of their position in the Company.

To avoid even the appearance of a conflict of interest, the Company prohibits the use, for personal purposes, of any Company vendor by any director, executive officer, division head, or country head, or any employee who interacts with a Company vendor as part of their ordinary responsibilities, excluding common carriers and utilities at published prices. All discounted sales from the Company to its employees are for personal use only, and it is against Company policy for any employee to resell items obtained at a discount from the Company.

It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interest must be reported immediately to the General Counsel, Chief Human Resources Officer, and Head of Internal Audit, in the case of potential conflicts involving an executive officer or director, or to the employee’s supervisor or a representative of Human Resources, in the case of potential conflicts involving any other employee. Confidentiality will be protected except to the extent necessary to conduct an effective investigation or as required by applicable law.

Transactions between the Company and any of its directors, executive officers, shareholders owning 5% or more of the Company’s voting securities, or immediate family members of, or entities affiliated with, any of these persons can present potential or actual conflicts of interest. The Company has a written Related Person Transactions Policy setting forth procedures for the review, approval, ratification, and disclosure of such transactions where the amount involved exceeds $120,000 in any fiscal year. All directors, executive officers, and division heads responsible for related person transactions must comply with the procedures in this policy before entering into any related person transaction.

Corporate Opportunities

Employees, officers, and directors owe a duty to the Company to advance its legitimate interests whenever the opportunity arises. They are prohibited from taking for themselves personally opportunities that arise through the use of corporate property, information, or position, using corporate property, information, or position for personal gain, and competing with the Company to its material detriment. The material detriment of the Company will be determined by the Audit Committee or the Legal Department based on all relevant facts and circumstances.

Public Reporting

Full, fair, accurate, timely, and understandable disclosure in reports and other documents that the Company files with or submits to the U.S. Securities and Exchange Commission (the “SEC”) and in its other public communications is critical. Persons responsible for preparing such documents and reports must exercise the highest standard of care in their preparation in accordance with the following guidelines:

• All accounting records and reports must comply with all applicable laws.
• Accounting records must fairly and accurately reflect all transactions or occurrences.
• Records must accurately reflect the Company’s assets, liabilities, revenues, and expenses.
• No accounting records should contain false or intentionally misleading entries.
• Transactions must be properly classified and supported by accurate documentation.
• No information should be concealed from internal or external auditors.
• Compliance with the Company’s internal controls over financial reporting and disclosure controls and procedures is required.

Confidentiality

Employees, officers, and directors must protect against unauthorized disclosure of confidential or proprietary information. This responsibility continues even after leaving the Company. Confidential information includes all non-public information that may be of use to competitors or harmful to the Company or its customers if disclosed. Financial information is always considered confidential unless its disclosure is approved by the Company or the information has been publicly disseminated.

Guidelines for dealing with confidential and proprietary information include discussing proprietary information only on a need-to-know basis, not discussing personal compensation information, and not supplying personal or employment information about current or former employees to other employees or outside sources without written consent.

Protection and Proper Use of Company Assets

All employees, officers, and directors should promote the responsible use of the Company’s assets and ensure their efficient use. Company assets, such as proprietary information, funds, materials, supplies, products, computers, software, facilities, and other assets, may only be used for legitimate business purposes and never for illegal purposes. This obligation continues even after leaving the Company. Any suspected incidents of fraud or theft should be immediately reported. Every employee, officer, and director is responsible for taking reasonable steps to protect the Company’s assets.

Product Integrity; Intellectual Property; Counterfeiting

The Company is proud of the quality of its products. Each item must be produced, packaged, and labeled in full compliance with applicable legal requirements. All marketing and advertising must be truthful. The Company retains sole rights to all business-related and merchandise-related designs, concepts, improvements, discoveries, and ideas conceived during employment. The Company’s trademarks are valuable assets and must be protected. If you find any merchandise bearing the Company’s trademarks not sold through authorized channels, inform the Legal Department promptly.

Insider Trading

Insider trading is unethical and illegal. Employees, officers, and directors are not allowed to trade in securities of a company while in possession of material non-public information. It is also illegal to pass on inside information to others who might make an investment decision based on that information. The Company has a separate Securities Trading Policy outlining obligations related to trading in the Company’s securities.

Fair Dealing

Employees, officers, and directors should endeavor to deal fairly with the Company’s customers, suppliers, competitors, and employees. No one should take unfair advantage through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Compliance with Laws, Rules, and Regulations

Compliance with laws, rules, and regulations is critical to the Company’s reputation and success. All employees, officers, and directors must respect and obey the laws of the cities, states, and countries in which the Company operates. Failure to comply with this Code and applicable laws will result in disciplinary measures, up to and including termination. Any evidence of a material violation of laws by the Company, or any employee, officer, or director, should be reported to the Legal Department.

Compliance with Antitrust Laws

The Company believes in fair and open competition and adheres strictly to antitrust laws. Contact with competitors may present problems under antitrust laws, so such contact should be avoided without approval from the Legal Department. Agreements among competitors relating to prices, market division, or not doing business with particular customers or suppliers are per se violations of antitrust laws.

Compliance with Tax Laws

The Company takes its tax responsibilities seriously and expects the same from its suppliers and any third parties acting on its behalf. Employees and directors must not take any action that undermines the Company’s obligation to pay taxes or assists third parties in evading taxes. Tax evasion is a crime, and the Company has a separate Non-Facilitation of Tax Evasion Policy.

Non-Discrimination and Anti-Harassment

The Company is committed to a work environment where all individuals are treated with respect and promotes equal employment opportunities. Discrimination or harassment based on race, color, national origin, religion, sex, age, disability, citizenship status, marital status, sexual orientation, or any other characteristic protected by law is prohibited. Harassment includes derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. The Company prohibits retaliation against individuals who report violations in good faith or participate in an investigation. More information on these policies can be found in the separate Employee Handbooks.

Safety and Health

The Company is committed to providing a safe, healthy, and comfortable workplace. Unsafe conditions and acts of violence or intimidation are prohibited. Work-related injuries must be reported to a supervisor. The use, possession, sale, or being under the influence of alcohol or illegal drugs on Company premises or while conducting Company business is prohibited. Smoking is prohibited in all areas of the Company’s premises. More information on safety and health policies can be found in the separate Employee Handbooks.

Computer, Electronic, and Telephonic Information; Social Networking

The Company has policies governing the use of its computer network, email, voicemail, and Internet access. All Company equipment is for business use only. The Company retains the right to access and search all electronic transmissions with no prior notice. Personal use of Internet services must be infrequent and not interfere with productivity or involve prohibited activities. The Company also has policies regarding social networking. More information on these policies can be found in the separate Employee Handbooks.

Gifts, Meals, and Entertainment

The Company permits employees to give and receive modest gifts, meals, and entertainment in conjunction with business discussions with third parties. No Amenities may be given or received in cash or equivalent, and all must be accurately documented and recorded. More information on these policies can be found in the separate Employee Handbooks.