EQS-CMS: HUGO BOSS AG: Release of a capital m...

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HUGO BOSS AG / Share Buyback Program

Announcement according to Article 2 paragraph 1 of Delegated Regulation (EU) 2016/1052 to Regulation (EU) No 596/2014 (MAR). 

The share buyback program announced by HUGO BOSS AG ("HUGO BOSS" or the "Company") in the ad hoc notification of 09 March 2026 will be implemented starting 24 August 2026 on the basis of the authorization granted by the Annual General Meeting on 15 May 2025. In the period up to 31 December 2027, shares of the company (ISIN: DE000A1PHFF7) ("HUGO BOSS shares") at a total cost of up to EUR 200 million (excluding incidental acquisition costs) (maximum number up to 6,901,616 shares) are to be repurchased on the stock exchange.

The share buyback program is carried out in accordance with Articles 5, 14 and 15 of Regulation (EU) No 596/2014 of 16 April 2014 in conjunction with the provisions of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programs and stabilization measures ("Regulation (EU) 2016/1052").

The share buyback program is carried out exclusively for a purpose set out in Article 5 paragraph 2 lit. a) of Regulation (EU) No 596/2014, i.e. to reduce the capital of HUGO BOSS by cancellation.

An investment bank has been mandated for the share buyback program which makes its trading decisions concerning the timing of the purchases of the shares independently of and without any influence from the Company.

The investment bank must carry out the acquisition of HUGO BOSS shares in accordance with the above-mentioned regulations and the provisions of the authorization granted by the Annual General Meeting on 15 May 2025. Accordingly, the Company is authorized until 14 May 2030 to acquire own shares up to a total of 10% of the share capital existing at the time of the resolution of the general shareholders meeting or – should this be lower – at the time the authorization is exercised. The consideration paid by HUGO BOSS per share (excluding incidental acquisition costs) may not be more than 10% below or above the stock market price of the share, i.e. the arithmetic mean of the closing prices of HUGO BOSS shares in the closing auction in XETRA trading (or a corresponding successor system on the Frankfurt Stock Exchange) during the last ten trading days preceding the binding consummation of the corresponding transaction.

In addition, the investment bank has undertaken in particular to comply with the trading conditions laid down in Article 3 of Regulation (EU) 2016/1052 which require, inter alia, that shares shall not be purchased at a price higher than the higher of the price of the last independent trade and the highest, at the time of the purchase, independent purchase bid on the trading venue where the purchase is carried out. Furthermore, no more than 25% of the average daily volume of shares on the trading venue on which the purchase is carried out shall be purchased on any trading day. The average daily volume is calculated as the average daily volume traded during the 20 trading days preceding the date of purchase.

To the extent required and legally permissible, the share buyback program can be terminated or suspended and resumed at any time.

The transactions relating to the share buyback program will be disclosed in accordance with the requirements of Article 5 paragraph 1 lit. b) of Regulation (EU) No 596/2014 no later than by the end of the seventh trading day following the date of execution of such transactions. HUGO BOSS will provide regular updates on the progress of the share buyback program on its website (https://group.hugoboss.com/en/investors/share) and will ensure that the information remains publicly available for at least five years from the date of the announcement.