Publication of the decision to issue a voluntary public takeover offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

SHIREBROOK, England, June 10, 2026 /PRNewswire/ -- pursuant to section 10(1) and (3) in conjunction with sections 29 and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

Bidder:
Frasers Group plc
Unit A
Brook Park East
Shirebrook
NG20 8RY
United Kingdom

incorporated in England and Wales under company no. 06035106

Target Company:

HUGO BOSS AG
Holy-Allee 3
72555 Metzingen
Germany

registered with the commercial register of the local court of Stuttgart, Germany under HRB 360610

ISIN DE000A1PHFF7 | WKN: A1PHFF

Information by the Bidder:

Today, Frasers Group plc ("Frasers") has decided to offer to the shareholders of HUGO BOSS AG ("HUGO BOSS"), by way of a voluntary public takeover offer (the "Offer"), to acquire all no-par value registered shares (auf den Namen lautende Stammaktien) in HUGO BOSS, each share representing a proportionate amount of EUR 1.00 of the share capital of HUGO BOSS (ISIN DE000A1PHFF7) (the "HUGO BOSS Shares"), not directly held by Frasers.

Frasers intends to offer a cash consideration of EUR 38.00 per HUGO BOSS Share.

The Offer will be made on the terms and conditions set out in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) (the "Offer Document"). The Offer Document (in German and a non-binding English translation), which contains the detailed terms and conditions of the Offer as well as further related information will be available at https://www.fg-germany.com. In addition, a reference to the publication of the Offer Document will be published in the German Federal Gazette (Bundesanzeiger).

The consummation of the Offer will be subject to applicable merger control clearances to be set out in further detail in the Offer Document. The Offer will not be subject to a minimum acceptance threshold.

Important Notice:

This announcement is for information purposes only and neither represents an offer to purchase or sell nor a solicitation of an offer to purchase, sell or tender shares of HUGO BOSS or Frasers. The definite terms and conditions of the Offer, as well as the further conditions relating to the Offer, will be published in the Offer Document following the approval of the Offer Document by BaFin. Frasers reserves the right, to the extent legally permissible, to deviate from the basic terms presented herein in the final terms and conditions of the Offer.

Investors and holders of HUGO BOSS Shares are strongly advised to read the Offer Document and all other documents regarding the Offer as soon as such documents become available, as they will contain important information. Where appropriate, it is furthermore recommended to seek independent advice in order to receive a competent assessment regarding the contents of the Offer Document and the Offer.

The Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer as well as to certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. Any contract concluded on the basis of the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permitted by applicable law and in accordance with German market practice, Frasers, and/or persons acting jointly with Frasers within the meaning of section 2(5) sentences 1 and 3 WpÜG or brokers acting on behalf of Frasers may directly or indirectly acquire, or make arrangements to acquire, HUGO BOSS Shares other than pursuant to the Offer, on or off the stock exchange, or enter into purchase agreements for this purpose, during or after the period in which the offer remains open for acceptance. The same applies for other securities that are directly convertible into, exchangeable for or exercisable as option rights for HUGO BOSS Shares. These purchases may be completed on the stock exchange at market prices or outside the stock exchange at negotiated terms. If such purchases or arrangements to acquire are made, they will be made outside the United States and will comply with applicable German statutory provisions, in particular the WpÜG, and the offer consideration must be increased, as necessary, to match any higher acquisition price paid outside the Offer. Information about such acquisitions or arrangements to acquire, stating the number of HUGO BOSS Shares acquired or to be acquired and the consideration granted or agreed, will be published pursuant to the applicable German statutory provisions, in particular section 23(2) WpÜG in connection with section 14(3) sentence 1 WpÜG, in the German Federal Gazette (Bundesanzeiger) and, if required by foreign law, in English via an electronic dissemination system. Such information will also be published in German and in a non-binding English translation on Frasers' website at https://www.fg-germany.com. 

View original content:https://www.prnewswire.com/news-releases/publication-of-the-decision-to-issue-a-voluntary-public-takeover-offer-302797127.html

SOURCE Frasers Group plc