Report of the Supervisory Board

Chairman of the supervisory board

Hermann Waldemer

Hermann Waldemer was born in 1957 in Munich. He graduated in business administration from the University of Regensburg in 1981 with a focus on finance and tax. Hermann Waldemer then worked as a certified tax advisor and auditor in the auditing industry before joining Philip Morris International in 1987. He held various management positions, including President Western Europe, before assuming the position of Chief Financial Officer in 2008, which he held until his departure in 2012. From 2014 to 2016, he was a member of the Board of Directors of FCA US LLC (Chrysler Group).

Hermann Waldemer was elected to the Supervisory Board of HUGO BOSS AG in 2015 and appointed Chairman in 2020.

Dear Shareholders,
Dear Readers,

Over the past three years, HUGO BOSS has achieved substantial progress in executing its “CLAIM 5” strategy, driving brand momentum and achieving record sales. Despite softening consumer sentiment weighing on industry growth in 2024, the Company posted a solid sales increase of 3% to EUR 4.3 billion, reflecting the ongoing successful execution of key brand, product, and sales initiatives. At the same time, HUGO BOSS placed a strong focus on safeguarding profitability over the course of the year, balancing cost-efficiency measures with strategic investments. In fiscal year 2024, the Supervisory Board continued to perform its duties with utmost care, providing comprehensive advice to the Managing Board in a close, trustful collaboration while monitoring its management activities. It entirely performed the duties imposed on it by law, by the Company’s Articles of Association, and its own bylaws.

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 related to strategy, planning, business performance, risk assessment, changes in the risk situation, and compliance. In particular, with regard to the Company’s “CLAIM 5” strategy, intense exchange took place between the Managing Board and the Supervisory Board throughout the year. Additionally, the 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 ideas in committees and Supervisory Board meetings. Any approvals were issued only after requesting clarification from the Managing Board and discussing the matter extensively with the members of the Managing Board. In urgent cases, the Supervisory Board passed resolutions by means of the circular resolution procedure. At an early stage, the Supervisory Board was directly involved in all decisions of fundamental importance to the Company.

Main topics at the meetings of the Supervisory Board

In fiscal year 2024, a total of five Supervisory Board meetings were held, one each in March, July, September, November, and December, with the meeting in September lasting two days. The meeting in November was an extraordinary meeting. All members participated in all of these meetings.

In 2024, the Audit Committee met four times in total. All members participated in all of the meetings. The Working Committee met twice with all members attending both meetings. All committee members participated in the four meetings of the Personnel Committee. The Nomination Committee met four times with all members participating in all of the meetings. The Mediation Committee did not meet during fiscal year 2024.

The Supervisory Board, the Audit Committee, and the Personnel Committee each held two meetings in a hybrid format, allowing members of the Supervisory Board to participate either in person or virtually via videoconference. Additionally, the Supervisory Board meeting in November was conducted entirely virtually.

The meeting of the Supervisory Board in March 2024 focused on the annual financial statements of HUGO BOSS AG and the HUGO BOSS Group as of December 31, 2023, as well as on the audit report prepared by the auditors. At this meeting, the annual financial statements and the consolidated financial statements of HUGO BOSS AG as of December 31, 2023, were approved and ratified. Furthermore, the Supervisory Board’s report to the Annual General Meeting and the compensation report for fiscal year 2023 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 14, 2024. In addition, Daniel Grieder was reappointed as Chairman of the Managing Board and Chief Executive Officer (CEO) until December 31, 2028, while Yves Müller was reappointed as member of the Managing Board until December 31, 2027, with their service agreements renewed accordingly. In this context, Oliver Timm was appointed Deputy CEO in addition to his current role as Chief Sales Officer (CSO). As part of the meeting, the Supervisory Board also approved the strategic partnership with David Beckham as the future brand ambassador for BOSS. 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 and an update on the competency profile of the Supervisory Board.

At its meeting in July 2024, the Supervisory Board reviewed the Company’s current business performance, the extension of its collaboration with licensing partner Movado, and an amendment to the contractual framework of the HUGO BOSS Digital Campus. Furthermore, the Supervisory Board discussed and approved key audit matters for the audit of the fiscal year 2024.

The main topics of the meeting in September 2024 included the Company’s current business performance, the execution of the “CLAIM 5” strategy and its implications on collection development, business operations, distribution, and marketing. The Supervisory Board also discussed and approved updates to the compensation system for the Managing Board, which will take effect following the next Annual General Meeting on May 15, 2025, assuming that shareholders approve the proposal.

At its meeting in November 2024, the Supervisory Board addressed media reports published at that time, carefully examining the allegations against Daniel Grieder. The topic was revisited at the meeting in December 2024, where the Supervisory Board, after reviewing all available information and following a thorough external legal analysis, concluded that the suspicions expressed in the press regarding a potential violation of insider trading regulations were unfounded. As a result, the Supervisory Board expressed its continued confidence in Daniel Grieder as Chairman of the Managing Board and CEO. Furthermore, in the December meeting, the budget for fiscal year 2025 was discussed and passed, along with a detailed review of the ongoing progress in executing the Company’s “CLAIM 5” strategy. In addition, the Supervisory Board also discussed potential candidates for Supervisory Board positions, which are set to be newly filled in May 2025. These candidates were invited to introduce themselves. Finally, the findings of the Supervisory Board efficiency review, collected based on a questionnaire and analyzed as well as presented by an external provider, were discussed in detail, while also the declaration of compliance with the German Corporate Governance Code (GCGC) was analyzed and resolved.

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 of the Supervisory Board also involved regular, detailed reports on the contents of the previous committee meetings. In addition, in 2024, the Supervisory Board primarily focused on topics such as the further execution of the “CLAIM 5” strategy, improvements in driving efficiencies, the Company’s capital structure, compliance issues, and the requirements of GCGC.

Work of the Committees in fiscal year 2024

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 make decisions instead of the full Supervisory Board. Otherwise, they prepare decisions and topic areas for the full Supervisory Board. At regular intervals, the respective committee chairs report to the Supervisory Board in detail about the work of the committees.

In total, the Audit Committee met four times in fiscal year 2024. The main agenda 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 2024 and mandating 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 four meetings in fiscal year 2024. It focused on succession planning, filling strategically important management positions, the compensation system for the Managing Board, the target achievement for fiscal year 2023, and preparing the target agreements for the Managing Board. In addition, the Personnel Committee discussed the reappointment of the Managing Board members as well as the corresponding amendments to their contracts.

The Working Committee met two times in fiscal year 2024 and dealt with the Company’s current business performance and the strategic alignment of the Group. In addition, the Working Committee also discussed lease extensions for certain retail stores, the progress with regard to the Digital TWIN project, the Company’s sport-sponsoring activities, as well as the strategic partnership with David Beckham. It furthermore approved the financing of a real estate project and a local financing agreement for a Company’s subsidiary in China.

The Nomination Committee met four times in the past fiscal year to prepare for the upcoming election of the new Supervisory Board scheduled for 2025.

The Mediation Committee did not convene in the fiscal year under review.

Corporate governance

The Supervisory Board also dealt with the principles of good corporate governance within the Company. In its December 2024 meeting, it reaffirmed in discussions with the Managing Board that strict adherence to these principles is essential at all times. During this meeting, both boards also adopted the latest declaration of compliance with 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 2024. Overall, the Supervisory Board drew a favorable conclusion. No individual training measures were conducted for members of the Supervisory Board during the fiscal year.

Conflicts of interest

No conflicts of interest relating to Managing Board or Supervisory Board members arose in fiscal year 2024. In accordance with GCGC, these would need to be disclosed immediately to the Supervisory Board, as well as to the Annual General Meeting.

Audit of annual and consolidated financial statements for 2024

Deloitte Wirtschaftsprüfungsgesellschaft, Stuttgart, duly audited the consolidated financial statements of HUGO BOSS AG for fiscal year 2024, 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 2024 prepared in accordance with the provisions of the German Commercial Code (HGB) as well as the combined management report for 2024 of HUGO BOSS AG and the Group. The corresponding audit mandate had been assigned by the Audit Committee of the Supervisory Board in accordance with the resolution of the Annual General Meeting held on May 14, 2024. 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 the fiscal year. 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 all accounting 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 2024 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 the 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 the fiscal year. The 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 12, 2025, the Supervisory Board approved the financial statements for fiscal year 2024 prepared by the Managing Board. The financial statements of HUGO BOSS AG for fiscal year 2024 were therefore ratified in accordance with Sec. 172 AktG.

For fiscal year 2024, the Managing Board compiled a combined non-financial statement for HUGO BOSS AG and the Group and included this in the combined management report for 2024. 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 fiscal year 2024 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 12, 2025. 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 fiscal year 2024 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 12, 2025. 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 high level of personal commitment and dedication. I also want to thank the employee representatives of HUGO BOSS AG for their very constructive collaboration at any point in time.

Finally, I would like to express my gratitude to you, dear shareholders, for your trust in our Company.

Metzingen, March 12, 2025

The Supervisory Board