NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Date: 10 June 2026

FRASERS GROUP PLC

Cash Offer

for

HUGO BOSS AG

Today, Frasers Group plc (Frasers) has announced its decision to launch a voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) to acquire all of the no-par value registered shares (the HUGO BOSS Shares) in HUGO BOSS AG (HUGO BOSS) which are not held by Frasers, corresponding to approximately 73.94% of the share capital and 73.42% (excluding treasury shares) of the voting rights of HUGO BOSS (the Offer).

Frasers intends to offer a cash consideration (the Offer Price) per HUGO BOSS Share of €38.00.

Pursuant to the Offer, the aggregate consideration for the HUGO BOSS Shares which are not held by Frasers is in the amount of approximately €1,978.0 million (approximately £1,727.1 million).

The Offer will be made in accordance with the terms and conditions set out in the offer document to be approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin).

The Offer will be subject to applicable merger control clearances being satisfied. The Offer will not be subject to a minimum acceptance threshold.

Subject to regulatory clearances, Frasers expects the Offer to complete in the second half of 2026.

Further information is set out in Frasers' formal announcement of its decision to launch the Offer 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), which is available through this link: https://www.fg-germany.com.

Background to and reasons for the Offer

Frasers has a strong track record in making strategic investments in the ordinary course of its business to develop relationships and partnerships. HUGO BOSS is a key brand partner for Frasers, and one of the top five brands across the Frasers group (the Group). Frasers is a long-term investor in HUGO BOSS and remains supportive of both Stephan Sturm, the chair of the supervisory board, and Daniel Grieder, Chief Executive Officer, in pursuit of their sustainable growth strategy whilst continuing to build brand equity. Frasers' board of directors (the Board) believes that increasing Frasers' investment in HUGO BOSS will create value for Frasers' shareholders.

As at the date of this announcement, Frasers holds 18,347,461 HUGO BOSS Shares, representing 26.06% of the share capital and 26.58% (excluding treasury shares) of the voting rights  of HUGO BOSS. In addition, Frasers holds a significant amount of sold put options over HUGO BOSS shares. Under German takeover law, if Frasers reaches a shareholding of 30% or more in the share capital and voting rights of HUGO BOSS, Frasers would be required to make a mandatory offer for all the shares in HUGO BOSS not held by Frasers.

To facilitate further investment by Frasers in HUGO BOSS, Frasers has decided to make a voluntary public takeover offer to all HUGO BOSS shareholders for all HUGO BOSS Shares not directly held by Frasers.

The acquisition of HUGO BOSS Shares pursuant to the Offer would constitute a significant transaction for the purposes of the UK Listing Rules made by the Financial Conduct Authority (the UKLR) and is therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R. In accordance with the UKLR, the acquisition of HUGO BOSS Shares pursuant to the Offer is not subject to shareholder approval. A further announcement will be made in due course in compliance with UKLR 7.3.2R.

Michael Murray, Chief Executive Officer of Frasers, is a member of the supervisory board of HUGO BOSS and as such he did not participate in the Board's discussion of, or decision to make, the Offer.

Board's view on the acquisition of HUGO BOSS Shares pursuant to the Offer

The Board is of the opinion that the acquisition of HUGO BOSS Shares pursuant to the Offer is in the best interests of Frasers and Frasers' shareholders as a whole. As noted above, Michael Murray did not participate in the Board's discussion of, or decision to make, the Offer.

Information on HUGO BOSS

HUGO BOSS is a German stock corporation (Aktiengesellschaft) headquartered in Metzingen, Baden-Württemberg, Germany with its shares traded on the regulated market of the Frankfurt Stock Exchange. HUGO BOSS is a leading global fashion and lifestyle company in the premium segment, offering high-quality men's and women's apparel, shoes, and accessories. According to its Annual Report 2025, HUGO BOSS remains focused on advancing key brand, product, and sales initiatives.

Financing

On 10 June 2026, Frasers agreed to enter into an acquisition facility agreement with, among others, BNP Paribas, Deutsche Bank Luxembourg S.A., National Westminster Bank plc and Standard Chartered Bank as lenders (the Acquisition Facility Agreement). Under the Acquisition Facility Agreement, a credit line is available to Frasers if required for the purpose of the Offer and paying associated acquisition costs. Frasers may also finance part or all of the Offer from its existing term loan and revolving credit facility. Further details of the Acquisition Facility Agreement are set out in Appendix I.

Effects of the Offer on the Group's earnings, assets and liabilities

The following unaudited pro forma financial information is provided to assist with understanding the potential impact of the Offer on the Group's earnings, assets, and liabilities. This information is for illustrative purposes only and is based on a number of significant assumptions set out in Appendix II. It is not indicative of the financial results that would have been achieved had the Offer been completed on the dates assumed, nor is it a forecast of future results.

The gross assets of HUGO BOSS as at 31 December 2025 amounted to €3,721.2 million, with net assets of €1,557.7 million at the same date. Both figures are presented under International Financial Reporting Standards (IFRS) and are derived from HUGO BOSS' audited financial statements for the twelve-month period ended 31 December 2025. For the twelve-month period ended 31 December 2025, HUGO BOSS reported revenues of €4,269.8 million and EBITDA of €781.5 million.

To illustrate the effects of the Offer on the Group, the following pro forma information is presented as if the Offer had been completed on 26 October 2025.

The unaudited pro forma EBITDA for the combined businesses of Frasers and HUGO BOSS for the 6-month ended 26 October 2025 was €971.3 million (£848.1 million). This figure is a combination of Frasers' results for the 26-week period ended 26 October 2025 and a pro rata estimate of HUGO BOSS' performance for the equivalent period. For this purpose, the equivalent period is the six-month period ended 31 December 2025. The results for this period are derived by deducting the results for the six-month period ended 30 June 2025 from the twelve-month period ended 31 December 2025. A table of reconciliation of the most directly comparable IFRS financial measure to pro forma EBITDA is set out under the paragraph headed "Use of non-UK IAS measures".

If the Offer had completed on 26 October 2025, Frasers would have recognised the fair value of HUGO BOSS' identifiable net assets of €1,557.7 million (£1,360.1 million) plus goodwill of €1,117.5 million (£975.7 million). Goodwill reflects the difference between the fair value of the consideration payable for the entire share capital of HUGO BOSS of €2,675.2 million (£2,335.8 million) and the fair value of the identifiable net assets acquired. The total consideration payable reflects €1,978.0 million (£1,727.1 million) paid for the HUGO BOSS Shares not owned by Frasers immediately prior to the Offer and €697.2 million (£608.7 million) being the fair value of HUGO BOSS Shares acquired prior to the Offer at an offer price of €38.00 per HUGO BOSS Share.

Immediately prior to the completion of the Offer, the carrying value of Frasers' shareholding in HUGO BOSS (recorded in investments in associated undertakings) would decrease by €3.7 million (£3.2 million) to €697.2 million (£608.7 million) reflecting the revaluation of its existing shareholding in HUGO BOSS at an offer price of €38.00 per HUGO BOSS Share, with an equivalent charge being recorded in the income statement. Upon completion of the Offer, the carrying value of Frasers' shareholding in HUGO BOSS would be eliminated as part of the consideration.

The total liabilities of Frasers would increase by €1,999.0 million (£1,745.4 million) following completion of the Offer reflecting the drawdown of the acquisition amount to finance the Offer, and accrued transaction costs of €21.0 million (£18.3 million), which would be recorded in the income statement.

Additional information on the Offer

The Offer will be made in accordance with the terms and conditions set out in the offer document to be approved by BaFin. Once approved, the offer document containing detailed terms and other information relating to the Offer will be available at: https://www.fg-germany.com.

The acceptance period for the Offer will commence upon the publication of the offer document.

BNP Paribas and Deutsche Bank AG, London Branch are acting as financial advisers to Frasers. RPC is acting as English law adviser to Frasers, with Gleiss Lutz providing German law advice.

Enquiries

The Offer will be subject to the full terms and conditions to be set out in the offer document. Appendix I to this announcement contains further details relating to the Offer. Appendix II to this announcement contains details of the sources of information and bases of calculations set out in this announcement.

Disclaimer

The complete terms and conditions of the Offer will be published in the offer document after the approval of the offer document by BaFin. Frasers reserves the right, to the extent legally permissible, to vary the terms referred to herein in the final terms and conditions of the Offer.

Investors and shareholders of HUGO BOSS are strongly recommended to read the offer document once it has been published and any related documents since they will contain important information, and to seek independent advice, where appropriate, in order to reach an informed decision in respect of the content of the offer document and with regard to the voluntary public offer for HUGO BOSS.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

This announcement has been prepared in accordance with English law, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

BNP Paribas (BNPP) is authorised and regulated by the European Central Bank. BNPP, which is subject to regulation by the Financial Conduct Authority (the FCA) and limited regulation by the Prudential Regulation Authority (the PRA), is acting exclusively for Frasers and no one else in connection with the Offer and shall not be responsible to anyone other than Frasers for providing the protections afforded to clients of BNPP, nor for providing advice in connection with the Offer or any matter referred to herein. Neither BNPP nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BNPP in connection with the Offer, this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised and regulated by the European Central Bank and BaFin. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG, London Branch (Deutsche Bank) is authorised by the PRA with deemed variation of permission. Deutsche Bank, which is subject to regulation by the FCA and limited regulation by the PRA, is acting exclusively for Frasers and no one else in connection with the Offer and shall not be responsible to anyone other than Frasers for providing the protections afforded to clients of Deutsche Bank, nor for providing advice in connection with the Offer or any matter referred to herein. Neither Deutsche Bank nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with the Offer, this announcement, any statement contained herein or otherwise.

Use of non-UK IAS measures

The following Alternative Performance Measure (APM) adopted by Frasers is used in this announcement, in addition to UK-Adopted International Accounting Standards (UK IAS) measures. This APM may be considered in addition to, but not as a substitute for or superior to, information presented in accordance with UK IAS.

EBITDA

In this announcement EBITDA represents earnings before interest, taxes, depreciation and amortisation. EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or cash flows provided by operating, investing, and financing activities. The Board believes that EBITDA is an APM that provides further useful information for shareholders on the underlying performance of the Group and is consistent with how business performance is measured internally. EBITDA is not a recognised profit measure under UK IAS and may not be directly comparable with "EBITDA" or alternative profit measures used by other companies.

The following table provides a reconciliation of the most directly comparable IFRS financial measure to pro forma EBITDA. Pro forma EBITDA represents the combined earnings of HUGO BOSS and Frasers before interest, taxes, depreciation and amortisation, as if the Offer had completed on 26 October 2025.

HUGO BOSS

Rounding

Certain figures included in this announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category may vary slightly and figures shown as totals may not be an arithmetic aggregation of the figures that precede them.

Inside Information

This announcement contains inside information as stipulated under the Market Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Forward-looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Frasers contain statements about Frasers and HUGO BOSS that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects" or "strategy" or words or terms of similar substance or the negative thereof. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, profits, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Frasers' operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on the Group or the HUGO BOSS group's business.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to Frasers or HUGO BOSS or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Frasers disclaims any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

Appendix I

Risks associated with the Offer

Frasers shareholders should carefully consider, together with all other information contained in this announcement, the specific risk factors set out below which Frasers considers are material to the Offer. The risk factors below are not set out in any order of priority.

The Offer is subject to merger control clearances

Completion of the acquisition of HUGO BOSS Shares pursuant to the Offer is subject to the approval of certain merger control authorities (to be set out as offer conditions in the offer document).

There is no guarantee that the conditions to the Offer will be satisfied in the expected time frame and the Offer could, therefore, be delayed, resulting in additional costs to Frasers.

Frasers assumptions relating to HUGO BOSS' business may be incorrect

Frasers has not had access to HUGO BOSS' non-public information and all information relating to HUGO BOSS has been sourced from publicly available information. Frasers' assessment of the performance and future prospects of HUGO BOSS and its business is therefore based on a number of assumptions, including relating to profitability, growth and that there will be no material adverse change to HUGO BOSS' business as a direct result of completion of the Offer.

Accordingly, there can be no assurance that Frasers' assessment regarding the performance and future prospects of HUGO BOSS' business is correct, and the actual performance and future prospects of HUGO BOSS may differ materially from Frasers' expectations. In addition, dealing with any material adverse changes in HUGO BOSS' business as a direct result of completion of the Offer may require significant time and effort on the part of Frasers' management, which could divert the attention of Frasers' management from the operation of Frasers' business.

Aggregated transactions

Since 2 April 2025 (being the date of Frasers' latest announcement regarding further strategic investment in HUGO BOSS), Frasers has completed acquisitions of interests in HUGO BOSS, including but not limited to acquisitions of HUGO BOSS Shares, options or other rights to acquire interests in HUGO BOSS Shares, derivatives or other financial instruments the price of which was referenced to, or provided economic exposure to, HUGO BOSS Shares (the Prior Trades). The Prior Trades have been entered into with one or more counterparties and, in the case of any put options, with a range of expiry dates up to and including December 2029. The net amount of consideration payable by Frasers if all outstanding put options under the Prior Trades were exercised in full by the relevant counterparties would be up to approximately €1,143.3 million (approximately £998.3 million) for an interest in 34,300,000 shares in HUGO BOSS.

Material contracts

The Group

There are no contracts entered into (other than contracts entered into in the ordinary course of business) by Frasers or any member of the Group either: (i) within the two years immediately preceding publication of this announcement which are, or may be, material to the Group; or (ii) which contain any provisions under which any member of the Group has any obligation or entitlement which is, or may be, material to the Group as at the date of this announcement.

Acquisition Facility Agreement

On 10 June 2026, Frasers as borrower agreed to enter into the Acquisition Facility Agreement with, among others, BNP Paribas, Deutsche Bank Luxembourg S.A., National Westminster Bank plc and Standard Chartered Bank as lenders. Under the Acquisition Facility Agreement, a credit line is available to Frasers if required for the purpose of the Offer. If drawn, any amounts borrowed under the Acquisition Facility Agreement shall be used for the payment of the consideration for the Offer and payment of costs relating to the Offer. Any amounts drawn under the Acquisition Facility Agreement will be repayable 12 months after the date of the Acquisition Facility Agreement (subject to an ability for Frasers to extend the term for up to a further 12 months). Frasers may prepay the amounts drawn under the Acquisition Facility Agreement at any time without penalty. The Acquisition Facility Agreement is unsecured.

HUGO BOSS and its subsidiaries (the HUGO BOSS Group)

As far as Frasers is aware, having regard to publicly available information, there are no contracts entered into (other than contracts entered into in the ordinary course of business) by HUGO BOSS or any member of the HUGO BOSS Group either: (i) within the two years immediately preceding publication of this announcement which are, or may be, material to the HUGO BOSS Group; or (ii) which contain any provisions under which any member of the HUGO BOSS Group has any obligation or entitlement which is, or may be, material to the HUGO BOSS Group as at the date of this announcement.

Legal and arbitration proceedings

The Group

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Frasers is aware) during the period covering the 12 months preceding the date of this announcement which may have, or have had in the recent past, significant effects on the financial position or profitability of Frasers and/or the Group.

The HUGO BOSS Group

As far as Frasers is aware, having regard to publicly available information, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) during the period covering the 12 months preceding the date of this announcement which may have, or have had in the recent past, significant effects on the financial position or profitability of HUGO BOSS and/or the HUGO BOSS Group.

Significant change in the Group's financial position

There has been no significant change in the financial position of the Group since 26 October 2025, being the end of the last financial period for which the interim financial information of the Group has been published.

No access to HUGO BOSS' non-public information

Frasers has not had access to HUGO BOSS' management or to HUGO BOSS' non-public information or documentation, and therefore Frasers has only been able to undertake due diligence from publicly available information. All information relating to HUGO BOSS has been sourced from publicly available information and has not been subject to verification by Frasers or HUGO BOSS.

Appendix II

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.

1.   All references to HUGO BOSS Shares are to HUGO BOSS no-par value registered shares.

2.   HUGO BOSS has in issue 70,400,000 HUGO BOSS Shares. The aggregate consideration pursuant to the Offer for the HUGO BOSS Shares which are not held by Frasers in the amount of approximately €1,978.0 million (approximately £1,727.1 million) is made with reference to the Offer Price per HUGO BOSS Share in the amount of €38.00.

3.   Unless otherwise stated:

(a) financial information relating to the Group has been extracted or derived from the unaudited half year results for Frasers for the 26-week period ended 26 October 2025, which has been prepared on the basis of UK-Adopted International Accounting Standards and the Companies Act 2006, without material adjustment; and

(b) financial information relating to the HUGO BOSS Group has been extracted or derived from the audited yearly statement for the twelve-month period ended 31 December 2025, which has been prepared pursuant to the German Securities Trading Act in accordance with IFRS.

4.   The preparation of pro forma financial information is based on the following principal assumptions:

(a) the audited balance sheet of HUGO BOSS as of 31 December 2025 was extracted from HUGO BOSS' yearly statement for the twelve-month period ended 31 December 2025. For the purposes of the pro forma financial information, this is assumed to be a reasonable proxy for HUGO BOSS' financial position as at 26 October 2025. No adjustments have been made for any changes that may have occurred in the intervening period;

(b) offer consideration of €1,978.0 million is assumed, which implies pursuant to the Offer Frasers acquires all the issued shares of HUGO BOSS not held by Frasers;

(c)  the EBITDA for both Frasers and HUGO BOSS are presented before the impact of exceptional items and transaction-related costs; and

(d) foreign exchange rates of £1.00:€1.1453 - this rate may differ from those that would apply at the actual date of completion of the Offer.