24. March 2015
Voting Rights Announcements
Notification of voting rights pursuant to Article 26 Section 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 die Portogruaro, Italy, on 23 March 2015:
“We herewith notify pursuant to sec. 25a para. 1 WpHG that on 19 March 2015 we directly and indirectly held instruments pursuant to sec. 25a para. 1 sentence 1 WpHG enabling us under certain circumstances, either directly or indirectly through our subsidiary ZETA FINANCE S.A., to acquire voting rights in the proportion of 7.10% (equals: 5,000,000 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 we would have fallen below the threshold of 15% and 10% of voting rights.
One instrument indirectly held by us 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 02 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 us is directly held by ZETA FINANCE S.A. which is directly controlled by us.
The right of first offer does not directly relate to shares in HUGO BOSS AG but does only enable ZETA FINANCE S.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 19 March 2015 indirectly holds a voting rights proportion of 7.10% (equals: 5,000,000 voting rights) in HUGO BOSS AG of which shares in HUGO BOSS AG with a voting rights proportion of 11.93% ( equals: 8,400,001 voting rights) were placed.
A further instrument held by us relates to shares in HUGO BOSS AG with a voting rights proportion of 4.19% (equals: 2,950,000 voting rights) that are included in the aforementioned remaining shares in HUGO BOSS AG with a voting rights proportion of 7.10% (equals: 5,000,000 voting rights) and are also the subject matter of the aforementioned share purchase agreement between, inter alia, Topco as the seller and us as the purchaser of shares in HUGO BOSS AG with a voting rights proportion of 4.19% (equals: 2,950,000 voting rights). The share purchase agreement includes a total of three closing conditions. None of these closing conditions have been met yet. The occurrence of these closing conditions may not be effected by us by way of unilateral declaration.”
Metzingen, March 24, 2015
The Managing Board
HUGO BOSS AG
Phone: +49 7123 94-0
Fax: +49 7123 94-80259