Compensation of the Supervisory Board

The compensation of the members of the Supervisory Board set by the Annual Shareholders’ Meeting is governed by Art. 12 of the Articles of Association of HUGO BOSS AG. The compensation system was adjusted by resolution of the Annual Shareholders’ Meeting on May 27, 2020 with effect from July 30, 2020. Up to this date, the members of the Supervisory Board were compensated in accordance with the previously applicable compensation regulation in Section 12 of the Articles of Association of HUGO BOSS AG. Under this regulation, compensation of Supervisory Board members is split into fixed and variable components. The variable component was measured based on the amount of earnings per share in the consolidated financial statements. The position of Chairman of the Supervisory Board, that of the Deputy Chairman and membership of the Committees were taken into account when calculating the compensation.

According to the newly agreed compensation system, there is no variable component, meaning that the compensation of the members of the Supervisory Board includes only fixed components with effect from July 30, 2020. The compensation consists of two components: a fixed compensation, depending on the position of the respective Supervisory Board member, and additional compensation for their respective work on committees of the Supervisory Board. For example, each ordinary member of the Supervisory Board receives compensation of EUR 80 thousand. The Chairman receives 2.5 times this amount and the Deputy Chairman receives 1.75 times this amount.

In addition, members of the Working Committee, the Audit Committee, and the Personnel Committee will be paid an additional EUR 30 thousand each, and the Chairman of one of these committees will receive an additional EUR 60 thousand each. Members of the Nomination Committee receive an additional EUR 20 thousand. No compensation is paid for the Chairman and members of the Mediation Committee. However, additional compensation will only be paid for the three most lucrative roles on committees, meaning that, for example, if someone is a member of two existing committees and chairman of one of the other committees, membership of the Nomination Committee would not affect their compensation. This regulation leads to the establishment of an individual maximum compensation for each member of the Supervisory Board according to the positions held by the respective member on the committees.

No further compensation is granted beyond the compensation described above. Moreover, the new system does not provide for a variable compensation component or for attendance fees.

The compensation is still paid out after the end of the Annual Shareholders’ Meeting that decides on the approval of the Supervisory Board for the past fiscal year in question. Members of the Supervisory Board who have only been members of the Supervisory Board or a committee for part of the fiscal year are paid compensation proportionately for each month started of their office. Members of the Supervisory Board are reimbursed expenses incurred in connection with the performance of their duties. Any VAT is reimbursed by the Company if the members of the Supervisory Board are entitled to provide the Company with a separate invoice for VAT and exercise this right.

The Supervisory Board received total compensation amounting to EUR 1,205 thousand for its activities in 2019. This includes a variable proportion of EUR 450 thousand. For 2020, the total compensation is expected to come to EUR 1,204 thousand.