On June 18, 2012, HUGO BOSS AG received the following voting rights notifications in accordance with Sections 21 (1) and 22 WpHG from the companies specified below:
1. Red & Black Holding GmbH
On June 15, 2012, the share of voting rights held by Red & Black Holding GmbH, Oberursel, Germany, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is held by Red & Black Holding GmbH directly in accordance with Section 21 (1) WpHG. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
2. Red & Black Lux S.à r.l.
On June 15, 2012, the share of voting rights held by Red & Black Lux S.à r.l., Luxembourg, Luxembourg, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Red & Black Lux S.à r.l. from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled by Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Red & Black Lux S.à r.l. via Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
3. Red & Black Topco S.à r.l.
On June 15, 2012, the share of voting rights held by Red & Black Topco S.à r.l., Luxembourg, Luxembourg, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Red & Black Topco S.à r.l. from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Red & Black Topco S.à r.l. via Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Red & Black Topco S.à r.l. via Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
4. Red & Black Holdco S.à r.l.
On June 15, 2012, the share of voting rights held by Red & Black Holdco S.à r.l., Luxembourg, Luxembourg, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Red & Black Holdco S.à r.l. from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Red & Black Holdco S. à r.l. via Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Red & Black Holdco S.à r.l. via Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
5. Red & Black Holdco 2 S.à r.l.
On June 15, 2012, the share of voting rights held by Red & Black Holdco 2 S.à r.l., Luxembourg, Luxembourg, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Red & Black Holdco 2 S.à r.l. from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Red & Black Holdco 2 S.à r.l. via Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Red & Black Holdco 2 S.à r.l. via Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
6. P4 Sub L.P.1
On June 15, 2012, the share of voting rights held by P4 Sub L.P.1, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to P4 Sub L.P.1 from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by P4 Sub L.P.1 via Red & Black Holdco 2 S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to P4 Sub L.P.1 via Red & Black Holdco 2 S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
7. Permira IV L.P.1
On June 15, 2012, the share of voting rights held by Permira IV L.P.1, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira IV L.P.1 from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira IV L.P.1 via P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira IV L.P.1 via P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
8. Permira IV Managers L.P.
On June 15, 2012, the share of voting rights held by Permira IV Managers L.P., St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira IV Managers L.P. from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira IV Managers L.P. via Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira IV Managers L.P. via Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
9. Permira IV Managers Limited
On June 15, 2012, the share of voting rights held by Permira IV Managers Limited, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira IV Managers Limited from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira IV Managers Limited via Permira IV Managers L.P., Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira IV Managers Limited via Permira IV Managers L.P., Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
10. Permira IV L.P.2
On June 15, 2012, the share of voting rights held by Permira IV L.P.2, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira IV L.P.2 from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira IV L.P.2 via Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira IV L.P.2 via Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
11. P4 Co-Investment L.P.
On June 15, 2012, the share of voting rights held by P4 Co-Investment L.P., St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to P4 Co-Investment L.P. from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by P4 Co-Investment L.P. via Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to P4 Co-Investment L.P. via Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
12. Permira Investments Limited
On June 15, 2012, the share of voting rights held by Permira Investments Limited, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira Investments Limited from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira Investments Limited via Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira Investments Limited via Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
13. Permira IV GP L.P.
On June 15, 2012, the share of voting rights held by Permira IV GP L.P., St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira IV GP L.P. from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira IV GP L.P. via Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, P4 Co-Investment L.P., Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira IV GP L.P. via Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, P4 Co-Investment L.P., Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
14. Permira IV GP Limited
On June 15, 2012, the share of voting rights held by Permira IV GP Limited, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira IV GP Limited from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira IV GP Limited via Permira IV GP L.P., Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, P4 Co-Investment L.P., Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira IV GP Limited via Permira IV GP L.P., Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, P4 Co-Investment L.P., Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
15. Permira Nominees Limited
On June 15, 2012, the share of voting rights held by Permira Nominees Limited, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira Nominees Limited from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira Nominees Limited via Permira Investments Limited, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira Nominees Limited via Permira Investments Limited, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
16. Permira Holdings Limited
On June 15, 2012, the share of voting rights held by Permira Holdings Limited, St Peter Port, Guernsey, Channel Islands, in HUGO BOSS AG, Metzingen, Germany, fell below the threshold of 75% due to a change in the total number of voting rights as a result of the conversion of preferred shares without voting rights into ordinary shares with voting rights. Its share of the voting rights now amounts to 67.53% (47,540,145 voting rights). Of this amount, a 65.56% share of the voting rights (46,156,312 voting rights) is attributed to Permira Holdings Limited from shares held by Red & Black Holding GmbH in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG. Red & Black Holding GmbH is controlled indirectly by Permira Holdings Limited via Permira IV GP Limited, Permira IV GP L.P., Permira IV Managers Limited, Permira IV Managers L.P., Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, P4 Co-Investment L.P., Permira Nominees Limited, Permira Investments Limited, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l. and Red & Black Lux S.à r.l. A further share of the voting rights of 1.97% (1,383,833 voting rights) is attributed to Permira Holdings Limited via Permira IV GP Limited, Permira IV GP L.P., Permira IV Managers Limited, Permira IV Managers L.P., Permira IV L.P.1, P4 Sub L.P.1, Red & Black Holdco 2 S.à r.l., Permira IV L.P.2, P4 Co-Investment L.P., Permira Nominees Limited, Permira Investments Limited, Red & Black Holdco S.à r.l., Red & Black Topco S.à r.l., Red & Black Lux S.à r.l. and Red & Black Holding GmbH from treasury shares held by HUGO BOSS AG in accordance with Section 22 (1) Sentence 1 No. 1 in conjunction with Sentence 3 WpHG.
Metzingen, June 21, 2012
The Managing Board
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 PFC S.r.l., Vicenza, Italy, on June 18, 2012:
“We herewith notify pursuant to sec. 25a para. 1 WpHG that on 15 June 2012 by aggregating
- voting rights from common shares, we are enabled under certain circumstances to indirectly acquire on the basis of a directly held instrument pursuant to sec. 25a para. 1 sentence 1 WpHG, and
- voting rights held by us pursuant to sec. 21 WpHG
we held/would have held a voting rights proportion of 65.93% (equals: 46,413,470 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 75% of voting rights.
In detail,
- our voting rights proportion pursuant to sec. 21 WpHG amounts to 0.37% (equals: 257,158 voting rights), and
- our voting rights proportion indirectly acquirable on the basis of a directly held in-strument pursuant to sec. 25a para. 1 sentence 1 WpHG amounts to 65.56% (equals: 46,156,312 voting rights).
The instrument held by us relates to a right of first offer (Recht zur Abgabe eines ersten An-gebots) contained in a Shareholders Agreement, which was signed in 2007 and ends on 02 August 2017, between our company and ZETA FINANCE S.A. 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 right of first offer does not directly relate to shares in HUGO BOSS AG but does only enable us – 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 – currently indirectly holds a voting rights proportion of 65.56% (equals: 46,156,312 voting rights).”
Metzingen, June 21, 2012
Managing Board
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 UniCredit Bank AG on June 19, 2012:
„We hereby notify you pursuant to section 25a para. 1 WpHG that on 15 June 2012 we, UniCredit Bank AG, have fallen below the threshold of 75% of the voting rights in Hugo Boss AG, Dieselstraße 12, 72555 Metzingen, Germany. We directly hold financial and other instruments pursuant to section 25a para. 1 WpHG which are structured in a manner that enables us to acquire up to 65,56% of the voting rights (46,156,312 out of 70,400,000 common shares) in Hugo Boss AG, Dieselstraße 12, 72555 Metzingen, Germany. Falling below the threshold is a consequence of the change of number of voting rights. The instruments comprise loan collaterals that were granted to us in connection with our lending business in 2009, i.e. a call option which enables us to acquire up to 32,78% of the voting rights and may be exercised in December 2015, provided that the exercise period is not postponed due to certain contractual provisions, and pledges which in an enforcement event anable us to acquire up to 65,56% of the voting rights.
Further shares of voting rights that need to be notified in accordance with sections 21, 22, 25 WpHG are neither held by nor attributable to us. The aggregate number of shares of voting rights that need to be notified in accordance with sections 21, 22, 25, 25a WpHG corresponds to the number disclosed above.“
Metzingen, June 21, 2012
Managing Board
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 UniCredit S.p.A. on June 19, 2012:
„We hereby notify you pursuant to section 25a para. 1 WpHG that on 15 June 2012 we, UniCredit S.p.A., have fallen below the threshold of 75% of the voting rights in Hugo Boss AG, Dieselstraße 12, 72555 Metzingen, Germany. Via our German subsidiary UniCredit Bank AG we indirectly hold financial and other instruments pursuant to section 25a para. 1 WpHG which are structured in a manner that enables UniCredit Bank AG to acquire up to 65,56% of the voting rights (46,156,312 out of 70,400,000 common shares) in Hugo Boss AG, Dieselstraße 12, 72555 Metzingen, Germany. Falling below the threshold is a consequence of the change of number of voting rights. The instruments comprise loan collaterals that were granted in connection with its lending business in 2009, i.e. a call option which enables UniCredit Bank AG to acquire up to 32,78% of the voting rights and may be exercised in December 2015, provided that the exercise period is not postponed due to certain contractual provisions, and pledges which in an enforcement event enable UniCredit Bank AG to acquire up to 65,56% of the voting rights.
The instruments are held via the following controlled undertaking: UniCredit Bank AG.
Further shares of voting rights that need to be notified in accordance with sections 21, 22, 25 WpHG are neither held by nor attributable to us. The aggregate number of shares of voting rights that need to be notified in accordance with sections 21, 22, 25, 25a WpHG corresponds to the number disclosed above.“
Metzingen, June 21, 2012
Managing Board
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 Zeta Finance S.A., Luxembourg, Luxembourg on June 18, 2012:
“We herewith notify pursuant to sec. 25 para. 1 sentence 1 WpHG that on 15 June 2012 we held an instrument pursuant to sec. 25a para. 1 sentence 1 WpHG enabling us under certain circumstances to indirectly acquire voting rights in the proportion of 65.56% (equals: 46,156,312 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 75% of voting rights.
The instrument held by us relates to a right of first offer (Recht zur Abgabe eines ersten An-gebots) contained in a Shareholders Agreement, which was signed in 2007 and ends on 02 August 2017, between our company 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 right of first offer does not directly relate to shares in HUGO BOSS AG but does only enable us – 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 – currently indirectly holds a voting rights proportion of 65.56% (equals: 46,156,312 voting rights) in HUGO BOSS AG.”
Metzingen, June 21, 2012
Managing Board
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, Italy, on June 18, 2012:
“We herewith notify pursuant to sec. 25a para. 1 WpHG that on 15 June 2012 we indirectly held 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 65.56% (equals: 46,156,312 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 75% of voting rights.
The 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 sharehold-ers and Red & Black Holdco S.à r.l. and Red & Black Holdco 2 S.à r.l. as majority sharehold-ers 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 sub-sidiary which in turn – among other assets – currently indirectly holds a voting rights pro-portion of 65.56% (equals: 46,156,312 voting rights) in HUGO BOSS AG.”
Metzingen, June 21, 2012
Managing Board