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 16 February 2015:
“We herewith notify pursuant to sec. 25 para. 1 sentence 1 WpHG that on 12 February 2015 we directly 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 19.03% (equals: 13,400,001 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 we would have fallen below the threshold of 30%, 25% and 20% 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 on 12 February 2015 indirectly holds a voting rights proportion of 19.03% (equals: 13,400,001 voting rights) in HUGO BOSS AG after shares in HUGO BOSS AG with a voting rights proportion of 12.78% (equals: 9,000,000) were placed.”
Metzingen, February 16, 2015
The Managing Board