11. September 2014
Voting Rights Announcements
Notification of voting rights pursuant to sec. 26 para. 1 WpHG (German Securities Trading Act)
HUGO BOSS AG received the following information referring to notification pursuant to sec. 25a para. 1 WpHG by Zignago Holding S.p.A., Fossalta, Italy, on 11 September 2014:
Zignago Holding S.p.A. held on 5 September 2014 indirectly an instrument pursuant to sec. 25a para. 1 sentence 1 WpHG under which ZETA FINANCE S.A. is enabled to indirectly acquire voting rights in the proportion of 38.78% (equals: 27,300,001 voting rights) in HUGO BOSS AG calculated from the total amount of voting rights in HUGO BOSS AG in the amount of 70,400,000. As per this date Zignago Holding S.p.A. would have fallen below the threshold of 50% of voting rights.
The instrument indirectly held by Zignago Holding S.p.A. relates to a right of first offer (Recht zur Abgabe eines ersten Angebots) contained in a Shareholders Agreement, which was signed in 2007 and ends on 2 August 2017, between ZETA FINANCE S.A. and PFC S.r.l. as minority shareholders and Red & Black Holdco S.à r.l. and Red & Black Holdco 2 S.à r.l. as majority shareholders of the holding company Red & Black Topco S.à r.l. ("Topco"). The instrument indirectly held by Zignago Holding S.p.A. is directly held by ZETA FINANCE S.A. which is directly controlled by Zignago Holding S.p.A..
The right of first offer does not directly relate to shares in HUGO BOSS AG but does only enable Zignago Holding S.p.A. – subject to the majority shareholders of Topco intending to sell their controlling stake in Topco or its immediate subsidiary and under certain other conditions and only in certain limited circumstances – to make an offer and, if the majority shareholders accept such offer, to acquire the majority of the shares in Topco or such subsidiary which in turn – among other assets on 5 September 2014 indirectly holds a voting rights proportion of 38.78% (equals: 27,300,001 voting rights) in HUGO BOSS AG after shares in HUGO BOSS AG with a voting rights proportion of 11.22% (equals:7,900,000 voting rights) were placed.
Metzingen, 11 September 2014
HUGO BOSS AG
Phone: +49 7123 94-0
Fax: +49 7123 94-80259