Frasers Group plc: Announcement pursuant to section 23(1) sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)

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

SHIREBROOK, England, July 30, 2026 /PRNewswire/ -- On 25 June 2026, Frasers Group plc, Shirebrook, United Kingdom (the "Bidder"), published the offer document (the "Offer Document") for its voluntary public takeover offer (the "Offer") to the shareholders of HUGO BOSS AG, Metzingen, Federal Republic of Germany ("HUGO BOSS").

The Offer is for the acquisition of all ordinary no-par value registered shares of HUGO BOSS, each with a notional interest in the share capital of HUGO BOSS of EUR 1.00 (ISIN DE000A1PHFF7) (the "HUGO BOSS Shares"), which are not directly held by the Bidder, including all ancillary rights existing at the time of completion of the Offer, in particular the right to dividends. The Bidder offers a cash consideration of EUR 38.00 per HUGO BOSS Share.

The acceptance period for the Offer started on 25 June 2026 and ended on 27 July 2026, 24:00 hours (local time Frankfurt am Main, Federal Republic of Germany), unless extended pursuant to the statutory provisions of the WpÜG.

1.Announcement pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG

1. As of the expiry of the acceptance period on 27 July 2026, 24:00 hours (local time Frankfurt am Main, Federal Republic of Germany) (the "Reference Date"), the Offer has been accepted for 5,035,651 HUGO BOSS Shares. This corresponds to approximately 7.30% of the share capital and voting rights of HUGO BOSS.
2. As of the Reference Date, the Bidder directly held 20,897,361 HUGO BOSS Shares. This corresponds to approximately 30.28% of the share capital and voting rights of HUGO BOSS. The voting rights attached to the 20,897,361 HUGO BOSS Shares held directly by the Bidder are attributed to the Further Control Acquiring Parties (as defined in section 6.4 of the Offer Document) pursuant to section 30(1) sentence 1 no. 1 and sentence 3 WpÜG.
3. As of the Reference Date, the Bidder directly held instruments pursuant to section 38(1) sentence 1 no. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) in respect of 20,809,300 voting rights in HUGO BOSS (corresponding to approximately 30.15% of the share capital and voting rights of HUGO BOSS) as writer of put options on HUGO BOSS Shares. These instruments are also indirectly held by the Further Control Acquiring Parties (as defined in section 6.4 of the Offer Document).
4. Furthermore, as of the Reference Date, neither the Bidder nor any person acting jointly with the Bidder within the meaning of section 2(5) WpÜG nor their respective subsidiaries held HUGO BOSS Shares or voting rights to be notified pursuant to sections 38, 39 WpHG with respect to HUGO BOSS. Also, as of the Reference Date, no further voting rights in HUGO BOSS were attributable to them pursuant to section 30 WpÜG.
5. The number of HUGO BOSS Shares for which the Offer has been accepted as of the Reference Date, together with the HUGO BOSS Shares from the Bidder's direct shareholding set out in section 2 above, amounts to a total of 25,933,012 HUGO BOSS Shares. This corresponds to approximately 37.58% of the share capital and voting rights of HUGO BOSS.
6. The number of HUGO BOSS Shares for which the Offer has been accepted as of the Reference Date, together with the HUGO BOSS Shares from the Bidder's direct shareholding set out in section 2 above and the voting rights or HUGO BOSS Shares to which the instruments held by the Bidder set out in section 3 above relate, amounts to a total of 46,742,312 HUGO BOSS Shares. This corresponds to approximately 67.73% of the share capital and voting rights of HUGO BOSS.

2.Status on the satisfaction of the Offer Condition

Pursuant to section 13 of the Offer Document, the Offer and the agreements with the shareholders of HUGO BOSS resulting from its acceptance will not be completed if (i) the condition described in section 13.1 of the Offer Document (the "Offer Condition") has not been satisfied by 31 December 2026 and (ii) has not been effectively waived by the Bidder up to one working day prior to the expiry of the acceptance period. The Bidder has not waived the Offer Condition pursuant to (ii).

The Offer Condition was satisfied on 27 July 2026.

Pursuant to section 17.5 of the Offer Document, the settlement of the Offer will take place no later than on the seventh Trading Day (as defined in section 2.1 of the Offer Document) following the announcement of the results of the Offer after expiry of the Additional Acceptance Period (as defined below) pursuant to section 23(1) sentence 1 no. 3 WpÜG.

3.Additional Acceptance Period

Shareholders of HUGO BOSS who have not accepted the Offer within the acceptance period may still accept the Offer pursuant to section 16(2) sentence 1 WpÜG within two weeks following this announcement (the "Additional Acceptance Period"), i.e. during the period from

31 July 2026 to 13 August 2026, 24:00 hours
(local time Frankfurt am Main, Federal Republic of Germany)

The number of HUGO BOSS Shares for which the Offer has been accepted by the expiry of the Additional Acceptance Period will be published as soon as it is determined.

Shirebrook, United Kingdom, 30 July 2026

Frasers Group plc

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of HUGO BOSS or the Bidder. The definitive terms of the voluntary public takeover offer, as well as further provisions concerning the voluntary public takeover offer, are set out in the offer document, the publication of which has been approved of by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in HUGO BOSS are strongly advised to read the offer document and all other relevant documents regarding the voluntary public takeover offer, since they 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 voluntary public takeover offer.

The voluntary public takeover offer has been published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") as well as certain applicable provisions of the U.S. Securities Exchange Act. The documentation relating to the voluntary public takeover offer is available at https://www.fg-germany.com. Any contract that is concluded on the basis of the voluntary public takeover 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 permissible under applicable law or regulation, and in accordance with German market practice, the Bidder and/or persons acting jointly with the Bidder within the meaning of section 2(5) WpÜG may 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, provided that such purchases or acquisitions or arrangements to acquire HUGO BOSS Shares do not take place within the United States and comply with the applicable German statutory provisions, in particular WpÜG and the German Ordinance on the Contents of the offer document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). If and to the extend required by law or regulation in Germany or any other relevant jurisdiction, 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 disclosed as required by law or regulation in Germany or any other relevant jurisdiction as well as on the Bidder's website at https://www.fg-germany.com.

Media Contact Details: [email protected] 

SOURCE Frasers Group plc