Leading With Values

We are committed to living by our values, doing what’s right and acting with integrity everywhere we do business regardless of the circumstances. We all have a responsibility to comply with the law and follow the Code and other company policies. If you violate the law, our Code or other company policies, you may be subject to disciplinary action which may include terminating your employment, even if the violation occurred off company premises or off-the-clock.

Additional Responsibilities for Leaders

As a leader, you are accountable for your actions because of your influence on our associates. All managers and leaders are responsible for creating an environment that encourages compliance with our Code of Conduct and other company policies. You are held to a higher standard of conduct that you must observe even when you are offsite (i.e., third party locations or outside Victoria’s Secret & Co. premises or sites). Supervision of responsible business practices is as important as supervision of performance and business results. To help us uphold our values and maintain a culture of compliance, you should:

• act as a role model and encourage your teams to act with integrity at all times, regardless of location;
• encourage open communication so associates can ask questions and raise concerns;
• ensure your teams understand and follow the Code and complete all training;
• promote an inclusive environment that welcomes and values differences;
• actively support and follow the Speak Up Policy, including our prohibition on any form of retaliation;
• report incidents of misconduct or potential violations of the law or policy; and
• escalate reports and get help from Human Resources or Ethics & Compliance when needed

Waivers

Our Code is approved by our Board of Directors. The Audit Committee of the Board of Directors must approve a waiver of any provision of the Code for any director, officer or executive in the position of Senior Vice President and above. All other requests for waivers of the Code must be approved by the Chief Legal Officer or the Chief Ethics and Compliance Officer. Any waivers granted must be in writing.

Speak Up: Ask Questions and Raise Concerns

We all have a role to play in living and supporting our Values and a big part of that role is Speaking Up. You may observe or experience conduct that appears to violate the law, this Code, or other Victoria’s Secret & Co. policies and procedures and in these situations you have many channels available to you for raising concerns. Often the best way to get your concerns addressed quickly and directly is to contact your direct manager or leader or Human Resources. However, if you do not feel comfortable using these reporting channels or prefer to remain anonymous, you have other options available to Speak Up including our Ethics Hotline (1.844.575.1079 or available for online submissions here) and contacting Ethics & Compliance directly at ethicsVS@victoria.com.

Our Ethics Hotline and other reporting channels are available to any party with whom our Company has or has had some type of business relationship (such as contractors, models, business partners, suppliers, shareholders, agents, distributors, representatives, and customers). When you Speak Up, your concern, your identity, and the identities of any witnesses will be kept confidential to the extent possible. This means that any information you provide will only be shared with a limited number of people (for example, investigators in Ethics & Compliance) on a strict need-to-know basis.

VS&Co takes every report of possible misconduct seriously. Upon Speaking Up, you will receive a confirmation of receipt for your report. Your concern will undergo an initial review, and if necessary, it will be appropriately investigated in a prompt, thorough, and impartial manner. At the end of an investigation, you will be informed when the issue has been resolved. Often we cannot provide details about the specific actions taken for privacy and legal reasons. Decisions related to disciplinary actions take all relevant factors into account and we perform regular reviews to ensure the consistency and fairness of these actions. All associates will be held accountable for their actions regardless of position or level within the Company.

The Code cannot anticipate every situation, but you can avoid most problems by checking the Code, using good judgment and asking for help before acting. We expect you to talk openly with us about work-related ideas, questions, problems and concerns so they can be resolved. For more information, consult our Speak Up Policy.

How do I know when to seek guidance? Ask yourself:

• Is there a chance this course of action is illegal?
• Is it inconsistent with our values, Code or policies?
• Could it be considered unethical or dishonest?
• Could it hurt the company’s reputation?
• Do I need to get approval to do it?
• Would this be embarrassing or look bad if it were reported in the media?

Our Open Communications Advantage

We have a tradition of success built primarily on agility and teamwork. We believe we are more productive, more efficient and better able to deliver on our brand promises when our associates have a close, collaborative relationship with one another. Our associates have grown their careers and the business on a platform of collaboration and cooperation and by retaining the power to work freely and directly with one another. As part of our commitment, associates are assured:

• equal opportunity and treatment;
• career-advancement opportunities;
• equitable and competitive wages;
• excellent benefits;
• open and honest communication; and
• a rewarding and safe working environment.

What Happens When You Contact the Ethics Hotline?

You may report potential instances of unethical conduct and potential violations of law or company policies to the Ethics Hotline 24 hours a day, 7 days a week.

The Ethics Hotline is operated by an independent third party and allows associates to report concerns anonymously (where permitted by law) and provides translation services to support associates who make reports in a language other than English.

Information reported to the Ethics Hotline is only shared with departments with a need to know, such as Ethics & Compliance, Human Resources or the Legal Department. We are committed to undertaking a fair, prompt and, when possible, confidential review of concerns reported to the Ethics Hotline.

For dedicated phone lines in countries where we operate, or to make a report online, visit http://vsco.ethicspoint.com.