Declaration of the Managing Board and Supervisory Board of HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen – Securities ID Nos. 524 550, 524 553 –

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 para. 1 sentence 1 AktG (German Stock Corporation Act) that since the Compliance Declaration of December 2009 the recommendations of the Government Commission “German Corpo¬rate Governance Code” initially as amended on June 06, 2008 – officially published in the electronic Federal Gazette on August 08, 2008 – and since its effectiveness in the version as amended on June 18, 2009 – officially published in the electronic Federal Gazette on August 05, 2009 have been and are complied with except for:

• Section 2.1.2 sentence 1: In addition to ordinary shares with voting rights, at HUGO BOSS AG there are also preference shares without voting rights. This division has historic reasons.
• Deviating from the recommendation in section 3.8 sentence 4 (old version) and the reproduction of the legal regulation in section 3.8 sentence 4 (new version) the D&O insurance for members of the Managing Board does not contain a deductible. Also, deviating from section 3.8 sentence 4 (old version) and section 3.8 sentence 5 (new version), the D&O insurance for members of the Supervisory Board does not contain a deductible. HUGO BOSS AG covers the D&O (Directors and Officers)-risk via an appropriate liability insurance for its members of executive bodies and senior management (Leitungsverantwortliche) in which also members of the Supervisory Board are included. Members of the Managing and of the Supervisory Board of HUGO BOSS AG hold their offices responsibly and in the interest of the company. HUGO BOSS AG is of the opinion that a deductible is no appropriate means for further improving the sense of responsibility. Further, the introduction of a deductible would not lead to a significant reduction of premium payments. However, HUGO BOSS AG will adhere to the amended legal requirements for members of the Managing Board at the latest upon expiry of the legal transitional period.
• Deviating from the recommendation in section 4.2.3 sentence 10 (old version), sentence 11 (new version), in some Managing Board contracts the calculation of the severance pay cap is based on the total compensation of the past full financial year or, if the member of the Managing Board has already served on the board for two full financial years, on the average of the past two full financial years.
• Deviating from section 5.4.6 para. 3 the compensation of the members of the Supervisory Board is not reported individually in the Corporate Governance Report. Also, payments made by the enterprise to the members of the Supervisory Board or advantages extended for services provided individually, in particular, advisory or agency services, are not listed on an individual basis in the Corporate Governance Report.. The compensation paid to the members of the Supervisory Board is demonstrated in total in the notes. In the view of HUGO BOSS AG, individual reporting of compensation in the Corporate Governance Report does not provide information relevant to the capital market.”
• Deviating from section 7.1.2 sentence 4 the consolidated financial statements 2009 have not been publicly accessible within 90 days of the end of the financial year 2009 but were only published on April 12, 2010. Contrary to initial planning it was not possible to make the consolidated financial statements publicly accessible at an earlier point in time due to changes in the composition of the supervisory board in February 2010 and the time necessary for the new members of the supervisory board to become familiar with their new positions.

Metzingen, April 2010

“Declaration of the Managing Board and Supervisory Board of HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen
- Securities ID Nos. 524 550, 524 553 -

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 para. 1 sentence 1 AktG (German Stock Corporation Act) that since the Compliance Declaration of March 2009 the recommendations of the Government Commission “German Corporate Governance Code” initially as amended on June 06, 2008 – officially published in the electronic Federal Gazette on August 08, 2008 – and since its effectiveness in the version as amended on June 18, 2009 – officially published in the electronic Federal Gazette on August 05, 2009 have been and are complied with except for:

- Section 2.1.2 sentence 1: In addition to ordinary shares with voting rights, at HUGO BOSS AG there are also preference shares without voting rights. This division has historic reasons.

- Deviating from the recommendation in section 3.8 sentence 4 (old version) and the reproduction of the legal regulation in section 3.8 sentence 4 (new version) the D&O insurance for members of the Managing Board does not contain a deductible. Also, deviating from section 3.8 sentence 4 (old version) and section 3.8 sentence 5 (new version), the D&O insurance for members of the Supervisory Board does not contain a deductible. HUGO BOSS AG covers the D&O (Directors and Officers)-risk via an appropriate liability insurance for its members of executive bodies and senior management (Leitungsverantwortliche) in which also members of the Supervisory Board are included. Members of the Managing and of the Supervisory Board of HUGO BOSS AG hold their offices responsibly and in the interest of the company. HUGO BOSS AG is of the opinion that a deductible is no appropriate means for further improving the sense of responsibility. Further, the introduction of a deductible would not lead to a significant reduction of premium payments. However, HUGO BOSS AG will adhere to the amended legal requirements for members of the Managing Board at the latest upon expiry of the legal transitional period.

- Deviating from the recommendation in section 4.2.3 sentence 10 (old version), sentence 11 (new version), in some Managing Board contracts the calculation of the severance pay cap is based on the total compensation of the past full financial year or, if the member of the Managing Board has already served on the board for two full financial years, on the average of the past two full financial years.

- Deviating from section 5.4.6 para. 3 the compensation of the members of the Supervisory Board is not reported individually in the Corporate Governance Report. Also, payments made by the enterprise to the members of the Supervisory Board or advantages extended for services provided individually, in particular, advisory or agency services, are not listed on an individual basis in the Corporate Governance Report.. The compensation paid to the members of the Supervisory Board is demonstrated in total in the notes. In the view of HUGO BOSS AG, individual reporting of compensation in the Corporate Governance Report does not provide information relevant to the capital market.

Metzingen, December 2009



Declaration of the Managing Board and Supervisory Board of
HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen
- Securities ID Nos. 524 550, 524 553 -

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that since the Compliance Declaration of January 2008 the recommendations of the Government Commission “German Corporate Governance Code” initially as amended on June 14, 2007 – officially published in the electronic Federal Gazette on July 20, 2007 – and since its effectiveness in the version as amended on June 06, 2008 – officially published in the electronic Federal Gazette on August 08, 2008 have been and are complied with except for:

The recommendations based on section 2.1.2 sentence 1, 3.8 paragraph 2, 4.2.3 sentences 8 and 10, 4.2.5., 5.4.3. sentence 2 and 5.4.7 paragraph 3 old version, respectively 5.4.6 paragraph 3 new version, have not been and are not complied with.

Metzingen, March 2009



Declaration of the Managing Board and Supervisory Board of
HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen
– Securities ID Nos. 524 550, 524 553 –

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that since the Compliance Declaration of January 2008 the recommendations of the Government Commission “German Corporate Governance Code” initially as amended on June 14, 2007 – officially published in the electronic Federal Gazette on July 20, 2007 – and since it’s effectiveness in the version as amended on June 6, 2008 – officially published in the electronic Federal Gazette on August 8, 2008 have been and are complied with except for:

The recommendations based on section 2.1.2 sentence 1, 3.8 paragraph 2, 4.2.3 sentences 7 to 11, 4.2.5, 5.4.3 sentence 2 and 5.4.7 paragraph 3 old version and 5.4.6 paragraph 3 new version, respectively, have not been and are not complied with.

Metzingen, December 2008

Declaration of the Managing Board and Supervisory Board of
HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen
– Securities ID Nos. 524 550, 524 553 –

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that since the Compliance Declaration of December 2006 the recommendations of the Government Commission “German Corporate Governance Code” initially as amended on June 12, 2006 – officially published in the electronic Federal Gazette on July 24, 2006 – and since its effectiveness in the version as amended on June 14, 2007 – officially published in the electronic Federal Gazette on July 20, 2007 have been and are complied with except for:

The recommendations based on section 2.1.2 sentence 1, 3.8 paragraph 2, 4.2.3 sentence 7 and 8 old version and sentences 7 to 11 new version, respectively, 4.2.5, 5.4.3 sentence 2 and 5.4.7 paragraph 3, respectively, have not been and are not complied with.

Metzingen, January 2008

Declaration of the Managing Board and Supervisory Board of
HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen
– Securities ID Nos. 524 550, 524 553 –

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that since the Compliance Declaration of December 2006 the recommendations of the Government Commission “German Corporate Governance Code” initially as amended on June 12, 2006 – officially published in the electronic Federal Gazette on July 24, 2006 – and since its effectiveness in the version as amended on June 14, 2007 – officially published in the electronic Federal Gazette on July 20, 2007 have been and are complied with except for:

The recommendations based on section 2.1.2 sentence 1, 3.8 paragraph 2, 4.2.3 sentence 7 and 8 old version and sentences 7 to 11 new version, respectively, 4.2.5., 5.4.7 paragraph 3 and section 6.6 paragraph 2 sentence 1 old version and paragraph 1 sentence 1 new version, respectively, have not been and are not complied with.

Metzingen, December 2007

Declaration of the Managing Board and Supervisory Board of
HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen
– Securities ID Nos. 524 550, 524 553 –

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that the recommendations of the Government Commission “German Corporate Governance Code” as amended on June 12, 2006 – officially published in the electronic Federal Gazette on July 24, 2006 – since the Compliance Declaration of December 2005 have been and are generally complied with.

The recommendations based on section 2.1.2 sentence 1, 3.8 paragraph 2, 4.2.3 sentence 7 and 8, 4.2.4, 4.2.5., 5.4.7 paragraph 3 and section 6.6 paragraph 2 sentence 1 have not been and are not complied with.


Metzingen, December 2006

Declaration of the Managing Board and Supervisory Board of
HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS AG, Metzingen
- Securities ID Nos. 524 550, 524 553 -

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that the recommendations of the Government Commission “German Corporate Governance Code” as amended on June 2, 2005 – officially published in the electronic Federal Gazette on July 20, 2005 (with amendments of July 21, 2005) - since the Compliance Declaration of December 2004 have been and are generally complied with.

The recommendations based on section 2.1.2, 3.8  paragraph 2, 4.2.3 sentence 6 und 7, 4.2.4, 5.4.7 paragraph 3 and section 6.6 paragraph 2 sentence 1 have not been and are not complied with.


Metzingen, December 2005



Declaration of the Managing Board and Supervisory Board of
HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS Aktiengesellschaft, Metzingen
- Securities ID Nos. 524 550, 524 553 -

The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that the recommendations of the Government Commission “German Corporate Governance Code” as amended on May 21, 2003 - officially published in the electronic Federal Gazette on July 4, 2003 -since the Compliance Declaration of December 2003 have been and are generally complied with.

During the reference period section 7.1.2 was partly adopted as the annual financial statements were published on April 1, 2004. The recommendations based on section 2.1.2, 3.8 paragraph 2, 4.2.3 sentence 6 und 7, 4.2.4, 5.4.5 paragraph 3 and section 6.6 paragraph 2 sentence 2 have not been and are not complied with.


Metzingen, December 2004



Declaration of the Managing Board and Supervisory Board
pursuant to section 161 AktG (German Stock Corporation Act)

HUGO BOSS Aktiengesellschaft, Metzingen
- Securities ID Nos. 524 550, 524 553 -

The Managing and the Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 AktG (German Stock Corporation Act) that they have generally complied with the recommendations of the Government Commission German Corporate Governance Code in the version of November 07, 2002 - published in the electronic Federal Gazette (Bundesanzeiger) on November 26, 2002 -since the first Compliance Declaration of December 2002 until the new version of the German Corporate Governance Code dated July 4, 2003.

The recommendations under sections 2.1.2, 3.8 paragraph 2, 5.4.5 paragraph 1 (partially), paragraphs 2 and 3 of the German Corporate Governance Code were not complied with. Since July 4, 2003, the recommendations of the Government Commission German Corporate Governance Code in the version of May 21, 2003 - published in the electronic Federal Gazette on July 4, 2003 - have been and are generally complied with.

The recommendations of the German Corporate Governance Code under sections 2.1.2, 3.8 paragraph 2, 4.2.3 sentence 6 and 7, 4.2.4, 5.4.5 paragraph 3, 6.6 paragraph 2, sentence 2 as well as, until July 23, 2003 (date of registration of change of Bylaws, adopted in the General Shareholders` Meeting in May 2003), the recommendations under section 5.4.5 paragraph 1 (partially) and paragraph 2, were not and are not complied with.


Metzingen, December 2003



Update of the declaration of Managing Board and Supervisory Board of
HUGO BOSS AG in accordance with Sec. 161 AktG in conjunction with Sec. 15 EG AktG:

HUGO BOSS Aktiengesellschaft, Metzingen
- Securities ID Nos. 524 550, 524 553 -

The Managing Board and Supervisory Board of HUGO BOSS AG
declare in accordance with Sec. 161 AktG:

"HUGO BOSS AG complies with the performance recommendations for the stock management and supervision of the Government Commission appointed by the German Government “German Corporate Government Kodex” as published in the electronic Federal Bulletin of 26.11.2002 with exception to its Sec. 2.1.2, 3.8 subclause 2, 5.4.5 subclause 1 (partial), subclause 2 and 3.

The Managing Board and Supervisory Board will apply for amendments of the following articles in the articles of association at the next Annual Shareholders’ Meeting on May 27, 2003: A §3, C §6 (3), D §8 (2), (3), § 12 (3), E §13 (2) and F §18 (2).”


Metzingen, January 2003



Declaration of Management Board and Supervisory Board of
HUGO BOSS AG in accordance with Sec. 161 AktG

HUGO BOSS Aktiengesellschaft, Metzingen
- Securities ID Nos. 524 550, 524 553 -

"HUGO BOSS AG complies with the performance recommendations for the stock corporation management and supervision of the Government Commission appointed by the German Government "German Corporate Government Kodex" with exception to its Sec. 2.1.2, 3.8 subclause 2, 4.2.4, 5.4.5 subclause 1(partially), subclause 2 and 3.

Managing Board and Supervisory Board will apply for amendments of the following articles in the articles of association at the next Annual Shareholders' Meeting in May 2003: C §6 (3), D §8 (2),(3), §12 (3), E §13 (2), F §18 (2)."


Metzingen, December 2002