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Ad-hoc Releases

Ad-hoc Announcement Pursuant to Section 15 of the German Securities Trading Act (WpHG)
Metzingen, March 13, 2012

Conversion of all preferred shares into ordinary shares and dividend increase

Metzingen. The Managing Board and Supervisory Board of HUGO BOSS AG today resolved to propose the conversion of all preferred shares into ordinary shares at the Company’s Annual Shareholders’ Meeting on May 3, 2012. In addition, all existing bearer shares are to be converted to registered shares.

The conversion of preferred shares into ordinary shares is intended to increase the trading liquidity and weighting of HUGO BOSS shares in the MDAX. This would involve the mandatory 1:1 conversion of all non-voting preferred shares of HUGO BOSS AG into ordinary shares with voting rights. The amount of the Company’s share capital will not be changed. After conversion, each share will grant one voting right. Additional cash payments are not intended for shareholders of either ordinary or preferred shares.

The Managing Board and Supervisory Board of HUGO BOSS AG also today resolved to propose a significant dividend increase at the Annual Shareholders’ Meeting. The dividend per ordinary share for fiscal 2011 is to be increased to EUR 2.88 (2010: EUR 2.02) and per preferred share to EUR 2.89 (2010: EUR 2.03). This proposal corresponds to a payout ratio of 70% of the consolidated net income attributable to shareholders for 2011.


Metzingen, March 13, 2012

The Managing Board
HUGO BOSS AG
Dieselstrasse 12
72555 Metzingen

Issuer’s information/explanatory remarks concerning this ad-hoc announcement:

HUGO BOSS plans simplification of share structure and proposes dividend increase

• Preferred shares to be converted into ordinary shares
• Simultaneous introduction of registered shares planned
• Dividend proposal provides for significant increase in distribution to EUR 2.89 per preferred share (2010: EUR 2.03)

Metzingen, March 13, 2012. The Managing Board and Supervisory Board of HUGO BOSS AG today resolved to propose the conversion of all preferred shares into ordinary shares at the Company’s Annual Shareholders’ Meeting on May 3, 2012.

“Combining the two share classes will allow us to simplify our share structure. This will increase our trading liquidity and meet national and international corporate governance standards,” said Mark Langer, CFO of HUGO BOSS AG. “At the same time, we are anticipating a positive effect on the weighting of our shares in the MDAX. The attractiveness of our shares will therefore be substantially enhanced as a result.”

The merging of the share classes would involve the mandatory 1:1 conversion of all non-voting preferred shares of HUGO BOSS AG into ordinary shares with voting rights. The amount of the Company’s share capital will not change. After conversion, each share will grant one voting right. Additional cash payments are not intended for shareholders of either ordinary or preferred shares.

In addition, the Company intends to change its bearer shares into registered shares. The Managing Board and the Supervisory Board of HUGO BOSS AG will also propose this at the Annual Shareholders’ Meeting. Registered shares offer benefits for the shareholders and the Company, allowing direct communication between the two parties and increasing transparency of the shareholder structure. It also means cost savings as, for example, the Company can send shareholders their invitations to the Annual General Meeting directly.

Following the approval of both measures by the Annual Shareholders’ Meeting, the conversion of the preferred shares into ordinary shares and the transition to registered shares should be implemented without delay. Shareholders will be notified by their custodian banks of the forthcoming conversion of preferred shares, the transition to registered shares and their entry in the register of shares in a timely manner.

Finally, given the strong earnings performance in the past year, the Managing Board and Supervisory Board of HUGO BOSS AG have resolved to propose a significant dividend increase at the Annual Shareholders’ Meeting. The dividend per ordinary share for fiscal 2011 is to be increased to EUR 2.88 (dividend for fiscal 2010: EUR 2.02) and the dividend per preferred share to EUR 2.89 (dividend for fiscal 2010: EUR 2.03). This proposal corresponds to a payout ratio of 70% of the consolidated net income attributable to shareholders for 2011.

For further information on the planned conversion of preferred shares and the introduction of registered shares, please also see our website at http://group.hugoboss.com/en/share_conversion.htm.


Please direct any queries to:

Dr. Hjördis Kettenbach
Head of Corporate Communications

Telefon: +49 (0) 7123 94-2375
Fax: +49 (0) 7123 94-2051


Dennis Weber
Head of Investor Relations

Telefon: +49 (0) 7123 94-86267
Fax: +49 (0) 7123 94-886267


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