Report of the Supervisory Board

Chairman of the supervisory board

StephanSturm

Stephan Sturm, born in Worms in 1963, studied economics and business administration at the University of Mannheim. He began his career in 1989 as a management consultant at McKinsey. After holding various management positions in investment banking, in 2005, Stephan Sturm was appointed Chief Financial Officer (CFO) of Fresenius Group, where he also held the position of Director of Labor Relations until 2007. In 2016, Stephan Sturm was named Chief Executive Officer (CEO) of Fresenius Group, while also serving as Chairman of the Supervisory Boards of Fresenius Medical Care Management AG as well as Fresenius Kabi AG. Between 2015 and 2021, Stephan Sturm was a member of the Supervisory Board of Deutsche Lufthansa AG. Since 2023, Stephan Sturm has been Chairman of the Board of the Heinz Hermann Thiele Family Foundation.

Stephan Sturm was elected and appointed Chairman to the Supervisory Board of HUGO BOSS AG in 2025.

Dear Shareholders,
Dear Readers,

2025 was a demanding yet successful year for HUGO BOSS. The company operated in a complex macroeconomic and geopolitical environment, characterized by muted consumer sentiment in virtually all key markets, ongoing geopolitical tension and continued cost inflation. Against this backdrop, HUGO BOSS advanced important brand, product, and sales initiatives while maintaining a strong focus on efficiency gains and disciplined cost management. This enabled HUGO BOSS to achieve its full-year targets, recording Group sales of EUR 4.3 billion and operating profit of EUR 391 million. At the same time, HUGO BOSS strengthened its foundation for long-term business success. With the communication and launch of CLAIM 5 TOUCHDOWN in December, the Company provided a clear strategic framework through 2028, designed to drive sustainable, profitable growth and long-term shareholder value.

Having assumed the role of Chairman of the Supervisory Board in May 2025, I am honored to be part of HUGO BOSS on this next stage of its strategic journey. My first year in office was marked by both continuity and renewal at the Supervisory Board level. Together with my fellow Board members, I focused on ensuring that the Supervisory Board was quickly and effectively established in its new composition. This enabled us to provide relevant support to the Managing Board in navigating various operational challenges, while actively engaging in the discussions around the evolution of our strategy towards CLAIM 5 TOUCHDOWN.

In 2025, the Supervisory Board fully discharged its duties under law, the Company’s Articles of Association, and its own bylaws. We advised and monitored the Managing Board in a close, trust-based collaboration and on the basis of regular, comprehensive reporting. Particular attention was paid to the Company’s current business performance, cost and liquidity management, and its risk profile, as well as to the definition, communication, and launch of CLAIM 5 TOUCHDOWN, providing guidance on strategic priorities and long-term value creation.

Composition of the Supervisory Board

The Supervisory Board of HUGO BOSS AG was re-elected as scheduled at the ordinary Annual General Meeting on May 15, 2025, resulting in a balanced combination of experienced members and new perspectives. Among the shareholder representatives, Iris Epple-Righi, Luca Marzotto, and Christina Rosenberg were re-elected, while Stephan Sturm, Andreas Kurali, and Michael Murray joined as new members. The previous representatives, Hermann Waldemer, Gaetano Marzotto, and Robin J. Stalker, did not stand for re-election. The employee representatives had been elected separately in March and assumed their mandates after the Annual General Meeting. Katharina Herzog, Daniela Liburdi, Tanja Silvana Nitschke, and Sinan Piskin were re-elected, while Dr. Claudia Hülsken and Laura Micati replaced Bernd Simbeck and Andreas Flach as new members. The term of office of the newly elected Supervisory Board runs until the end of the ordinary Annual General Meeting in 2030, which will decide on the discharge of the Supervisory Board for fiscal year 2029. Immediately following the 2025 Annual General Meeting, Stephan Sturm was unanimously appointed Chairman and Sinan Piskin re-elected Deputy Chairman.

Collaboration between Managing Board and Supervisory Board

The Managing Board informed us regularly, comprehensively, and in a timely manner in both written and oral form of all matters of relevance for HUGO BOSS AG and its Group companies including strategy, planning, business performance, risk assessment, changes in the risk situation, and compliance matters. In particular, with regard to CLAIM 5 TOUCHDOWN, an intense and constructive exchange took place between the Managing Board and the Supervisory Board throughout the year.

Additionally, Andreas Kurali as Chairman of the Audit Committee and I maintained close and regular dialog with the Managing Board. We were kept promptly informed of significant developments and decisions and we reported on these at the following Supervisory Board and committee meeting at the latest.

All members of the Supervisory Board had sufficient time to review all of the Managing Board’s reports and proposals and to contribute their own perspectives and ideas in committees and Supervisory Board meetings. Any approval was issued only after requesting due clarification from the Managing Board and discussing the matter extensively with them. In time-critical cases, the Supervisory Board passed resolutions by means of the circular resolution procedure. In all decisions of fundamental importance to the Company, the Supervisory Board was directly involved at an early stage.

Main topics at the meetings of the Supervisory Board

In 2025, one Supervisory Board meeting was held in March, prior to the newly elected Supervisory Board assuming office on May 15, 2025. All members attended the meeting. The newly elected Supervisory Board convened four regular meetings in May, July, September, and December, and one extraordinary meeting in October, with full attendance at each meeting. The Supervisory Board meeting in September was held as a two-day session. Accordingly, a total of six Supervisory Board meetings were held during the fiscal year. In addition, one resolution was passed by means of a circular resolution in May.

In 2025, the Audit Committee met four times, twice in its former composition and twice with its new members. Except for Dr. Claudia Hülsken, who was unable to attend one meeting, all members attended the meetings. The Working Committee convened three times, twice in its former composition and once with the new members, with all members attending all meetings. The meeting in June was an extraordinary meeting. The Personnel Committee met five times during the fiscal year. All former members attended the two meetings held prior to the Annual General Meeting, while all newly appointed members participated in the three subsequent meetings. The Nomination Committee and the Mediation Committee did not meet during 2025.

Both the Supervisory Board and the Audit Committee held one of its meetings in a hybrid format, allowing members of the Supervisory Board to participate either in person or via video conference. Additionally, one meeting of the Supervisory Board, the Audit Committee, the Personnel Committee, and the Working Committee in July, as well as the meeting of the Personnel Committee in November, were conducted entirely virtually.

The meeting of the Supervisory Board in March 2025 focused on the annual financial statements of HUGO BOSS AG and the HUGO BOSS Group as of December 31, 2024, as well as on the audit report prepared by the auditor. At this meeting, the annual financial statements and the consolidated financial statements of HUGO BOSS AG as of December 31, 2024, were approved and ratified. Furthermore, the Supervisory Board’s report to the Annual General Meeting and the compensation report for fiscal year 2024 were discussed and adopted. The resolution proposals were adopted later at the Annual General Meeting of HUGO BOSS AG, which was held virtually on May 15, 2025. An additional topic was the reappointment of Oliver Timm as member of the Managing Board and Deputy CEO until December 31, 2028 and the renewal of his service agreement, both implemented by way of a circular vote in May 2025. As part of the meeting in March, the Supervisory Board also discussed the strategic direction of the Company’s Womenswear business and the setup of a Joint Venture for Saudi Arabia. Other topics included the discussion and resolution on the target achievement and target setting for the variable compensation of the members of the Managing Board.

Immediately following the Annual General Meeting in May 2025, the newly elected Supervisory Board met for its constituent meeting. In addition to the election of the Chairman and Deputy Chairman, the composition of the Supervisory Board committees was determined.

At its meeting in July 2025, the Supervisory Board reviewed the Company’s current business performance, the shareholder structure, and the renewal of the revolving syndicated loan. Furthermore, the Supervisory Board discussed and approved key audit matters for the audit of the fiscal year 2025. At its meeting in September 2025 the Supervisory Board reviewed the Company’s current business performance and the prevailing industry environment. Furthermore, working capital management, shareholder structure, and capital allocation were addressed in the meeting. The Supervisory Board discussed the further development of the Company’s strategy in depth. Additional agenda items included the operational performance and strategic direction of both the Company’s Womenswear business and of the HUGO brand, as well as a general update on the evolution of the Company’s omnichannel set-up. The extraordinary meeting in October 2025 focused primarily on the Company’s future strategy, including its capital allocation framework. In addition, the Supervisory Board received an update on the renewal process for the revolving credit facility.

At its meeting in December 2025, the Supervisory Board discussed and passed the budget for 2026, following its approval of the introduction of CLAIM 5 TOUCHDOWN. Further topics included the shareholder structure and capital allocation. In addition, the Supervisory Board discussed ESG targets to be incorporated into the variable components of the Managing Board’s compensation and approved the execution of the new revolving credit facility. Furthermore, the findings of the Supervisory Board efficiency review, which was conducted by an external provider, were discussed in detail. The Supervisory Board also reviewed and resolved on the declaration of compliance with the German Corporate Governance Code (GCGC).

The current business performance, liquidity management, and the risk assessment of the Company were regularly discussed in detail at the meetings of the Supervisory Board and approved where necessary. The meetings also involved detailed reports on the contents of the previous committee meetings. In 2025, the Supervisory Board primarily focused on the strategy update, efficiency improvements, the Company’s capital and shareholder structure, compliance issues, and the requirements of GCGC.

Work of the Committees in 2025

To perform its duties, the Supervisory Board has formed five committees: an Audit Committee, Personnel Committee, Working Committee, Nomination Committee, and the legally required Mediation Committee. To the extent legally permissible and as far as they have been given corresponding authorizations, individual committees take decisions instead of the full Supervisory Board. Otherwise, they prepare decisions and topic areas for the full Supervisory Board. At regular intervals, the committee chairs report to the entire Supervisory Board in detail about the work of their respective committees.

In total, the Audit Committee met four times in 2025. The main agenda items of its meetings concerned the financial reporting of HUGO BOSS AG and the Group with respect to the annual, half-yearly, and quarterly financial statements, the audit of the annual and consolidated financial statements, monitoring of the risk management and internal control system, IT security matters, compliance matters, and risk management. The Audit Committee also addressed the requirements of the Corporate Sustainability Reporting Directive (CSRD) for non-financial reporting. In addition, the Audit Committee requested the declaration of independence from the external auditor and convinced itself of the auditor’s independence. Besides defining the key audit matters of the annual and consolidated financial statements for 2025 and a recommendation for the mandate of the external auditor, it approved non-audit services and placed a cap on the fees payable for such non-audit services. In addition, the results of the audit review of the combined non-financial statement were discussed.

The Personnel Committee held five meetings in 2025. It focused on preparing the target agreements for the Managing Board for 2025, succession planning, filling strategically important management positions, the compensation system for the Managing Board, and the expected target achievement for 2025. In addition, the Personnel Committee discussed the reappointment of Oliver Timm as a member of the Managing Board and Deputy CEO as well as the corresponding amendments to his contract.

The Working Committee met three times in 2025 and dealt with the Company’s current business performance and the strategic direction of the Group. It approved the execution of the Commercial Paper Program launched in May and a local financing agreement for the Company’s subsidiary in Mexico. In addition, the Working Committee also discussed the Company’s sports sponsorship activities and shareholder structure.

The Nomination Committee and the Mediation Committee did not convene in 2025.

Corporate governance

The Supervisory Board also dealt with the principles of good corporate governance within the Company. In its December 2025 meeting, the Managing Board and the Supervisory Board issued a new declaration of compliance with the GCGC. The corporate governance statement, including the declaration of compliance, is available in the section “Corporate Governance and Corporate Governance Statement” and on our Group website at cgs.hugoboss.com.

With regard to the annual efficiency review of the Supervisory Board’s activities recommended by the GCGC, the Supervisory Board decided to proceed with the tried-and-tested methodology of an audit using a comprehensive questionnaire. The external evaluation of the completed questionnaires and the suggestions for improvement contained therein were analyzed and discussed in detail at the Supervisory Board meeting in December 2025. Overall, the Supervisory Board drew a favorable conclusion. No individual training measures were conducted for members of the Supervisory Board during 2025.

Conflicts of interest

No conflicts of interest involving members of the Managing Board or Supervisory Board arose in 2025. In accordance with GCGC, any such conflicts would be required to be disclosed without delay to the Supervisory Board, and, where applicable, to the Annual General Meeting. In particular, the Chairman of the Supervisory Board assured himself that appropriate safeguards were in place to prevent any potential conflicts of interest in relation to Michael Murray, who serves as a member of the Supervisory Board while simultaneously holding the position of CEO of Frasers Group plc, the Company’s largest shareholder and a key wholesale partner.

Audit of annual and consolidated financial statements for 2025

Deloitte Wirtschaftsprüfungsgesellschaft, Stuttgart, duly audited the consolidated financial statements of HUGO BOSS AG for 2025, including the accounting records, which had been prepared by the Managing Board on the basis of the International Financial Reporting Standards (IFRS) in accordance with Sec. 315e (1) HGB, and issued an unqualified audit opinion. This was also the case for the annual financial statements of HUGO BOSS AG for 2025 prepared in accordance with the provisions of the German Commercial Code (HGB) as well as the combined management report for 2025 of HUGO BOSS AG and the Group. The corresponding audit mandate had been assigned by the Supervisory Board based on the recommendation by the Audit Committee in accordance with the resolution of the Annual General Meeting held on May 15, 2025. In addition, it was agreed with the auditor that the Chairman of the Audit Committee would have to be informed during the audit without delay about any possible grounds for disqualification or factors affecting impartiality that could not be rectified immediately. It was also agreed that the external auditor is obliged to report on any findings or events arising during the performance of the audit that are of importance to the duties of the Supervisory Board. The auditor was furthermore required to inform the Supervisory Board or note in the audit report any facts that were ascertained during the audit resulting in any errors in the declaration submitted by the Managing Board and the Supervisory Board in accordance with Sec. 161 (1) Sentence 1 AktG (German Stock Corporation Act). The auditor did not issue any such reports in 2025. Furthermore, the Supervisory Board has convinced itself of the auditor’s independence. The possibility of engaging the auditors to perform non-audit services was also discussed. The Supervisory Board received the financial statements and all corresponding documents and the Managing Board’s proposal for the appropriation of profit as well as the audit report from the external auditor.

The annual financial statements, proposal for the appropriation of profit, consolidated financial statements, and combined management report for 2025 for HUGO BOSS AG and the Group, which also contains the combined non-financial statement for HUGO BOSS AG and the Group, and the audit report were discussed and verified in advance by the Audit Committee, followed by the full Supervisory Board in presence of the external auditor. The external auditor reported on the main findings of the audit, particularly with respect to the key audit matters that had been determined by the Audit Committee for 2025. The external auditor was also available to answer any questions and provide additional information. No significant shortcomings in the internal control system and risk management system as a whole were identified in connection with this. Similarly, there were no circumstances indicating any partiality on the part of the external auditor. Finally, the auditor reported on the non-audit services that had been provided in the fiscal year under review. The auditor’s findings were approved. Following its final review, the Supervisory Board raised no objections.

Consequently, at its meeting on March 9, 2026, the Supervisory Board approved the financial statements for 2025 prepared by the Managing Board. The financial statements of HUGO BOSS AG for 2025 were therefore ratified in accordance with Sec. 172 AktG.

For 2025, the Managing Board compiled a combined non-financial statement for HUGO BOSS AG and the Group, which was included in the combined management report for 2025. The Supervisory Board commissioned Deloitte Wirtschaftsprüfungs­gesellschaft, Stuttgart, to perform an audit to obtain limited assurance of this statement. All Supervisory Board members promptly received the combined non-financial statement for HUGO BOSS AG and the Group for 2025 and the independent auditor’s limited assurance report. The statement and the audit certificate of Deloitte were discussed by the full Supervisory Board on March 9, 2026. Deloitte participated in this discussion and presented the audit results. No objections were raised based on their own review of the combined non-financial statement for HUGO BOSS AG and the Group, and the result of the audit to obtain limited assurance by Deloitte Wirtschaftsprüfungs­gesellschaft, Stuttgart, was noted with approval.

The compensation report for 2025 was jointly prepared by the Managing Board and Supervisory Board in accordance with the provisions of Sec. 162 (1) and (2) AktG. The Supervisory Board approved the compensation report at its meeting on March 9, 2026. The auditor has audited the compensation report separately as part of the formal audit required by law in accordance with Sec. 162 (1) and (2) AktG.

Thank you

On behalf of the Supervisory Board, I would like to thank all members of the Managing Board, and all employees of HUGO BOSS for their great personal commitment and dedication. My special thanks also go to all members of the Supervisory Board who have left the Board during the past year for their valuable contributions as well as all employee representatives of HUGO BOSS AG for their consistently constructive collaboration. Finally, I would like to express my sincere gratitude to you, dear shareholders, for the trust you place in our Company.

Metzingen, March 9, 2026

The Supervisory Board

Stephan Sturm
Chairman of the Supervisory Board