Information concerning takeovers

Information concerning takeovers 2016

The following information, valid December 31, 2016, is presented in accordance with Art. 9 p. 1 c) (ii) of the SE

Regulation and Section 22 p. 6 of the German SE Implementation Act (SEAG), in conjunction with Sections 289

[4], 315 [4] HGB. Details under Sections 289 [4], 315 [4] HGB which do not apply at PUMA SE are not

mentioned.

 

Sections 289 [4][1][1], 315 [4][1][1] HGB

On the balance sheet date, subscribed capital totaled € 38,611,107.84 and was divided into 15,082,464 no-parvalue

shares. As of the balance sheet date, the Company held 142,551 treasury shares.

Sections 289 [4][1][3], 315 [4][1][3] HGB

As of December 31, 2016 there was one shareholding in PUMA SE that exceeded 10 % of the voting rights. It

was held by Messrs. François-Henri Joseph Pinault and François Jean-Henri Pinault via several companies

controlled by them (ranked by size of stake held by Messrs. Pinault: Financière Pinault S.C.A., Artémis S.A.,

Kering S.A. and SAPARDIS SE). On August 3, 2011, the share of voting rights allotted to Messrs. Pinault and to

the aforementioned companies exceeded the 75 % threshold and on that date stood at 75.12 %. 1.15 % of the

share of voting rights concerned treasury shares of PUMA SE. The list of shareholdings of Kering S.A. on page

298 in the Reference Document for 2015 shows that Kering S.A. has an 85.81 % share of the voting rights in

PUMA SE.

Sections 289 [4][1][6], 315 [4][1][6] HGB

Regarding the appointment and dismissal of Managing Directors, reference is made to the applicable statutory

requirements of Section 40 of the German SE Implementation Act (SEAG). Moreover, Section 13[1] of PUMA

SE.s Articles of Association stipulates that the Administrative Board shall appoint one or several Managing

Director(s). It may appoint one of these Managing Directors as Chief Executive Officer and one or two as

Deputy Chief Executive Officers. Pursuant to Section 13[4] of PUMA SE.s Articles of Association, Managing

Directors may be dismissed only for good cause, within the meaning of Section 84[3] of the German Stock

Corporation Act (AktG) or if the employment agreement is terminated, in which case a resolution must be

adopted by the Administrative Board with a simple majority of the votes cast. Pursuant to Art. 9(1)c(ii) of the

SE Regulation (SE-VO), the requirements for changing the Articles of Association are governed by Sections 133

and 179 of the German Stock Corporation Act (AktG). The Administrative Board is authorized to make changes

to the Articles of Association that affect only the text (Article 9(3) of PUMA SE.s Articles of Association).

Sections 289 [4][1][7], 315 [4][1][7] HGB

Pursuant to the resolution of the Annual General Meeting dated April 24, 2012, the Administrative Board is

authorized to increase the share capital by April 23, 2017 as follows:

1. By issuing up to € 7.5 million worth of up to 2,929,687 new no-par bearer shares on one or more

occasions with a pro-rata amount of the share capital of € 2.56 per share in exchange for cash

contributions. The new shares can also be acquired by one or several banks as determined by the

Administrative Board, subject to the obligation to offer these to the shareholders for subscription

(indirect subscription right). The shareholders are basically entitled to a subscription right. The

Administrative Board is, however, authorized to exclude the subscription rights of shareholders to

avoid fractional shares. The Administrative Board is authorized to determine the additional rights of

shares and the conditions of the share issue (Authorized Capital I).

2. By issuing up to € 7.5 million worth of up to 2,929,687 new no-par bearer shares on one or more

occasions with a pro-rata amount of the share capital of € 2.56 per share in exchange for cash

contributions or contributions in kind. The new shares can also be acquired by one or several banks

as determined by the Administrative Board, subject to the obligation to offer these to the

shareholders for subscription (indirect subscription right). The Administrative Board is authorized to

exclude the subscription rights of shareholders in part or in whole, once or several times

- to avoid fractional shares;

- in the event of capital increases against contributions in kind to carry out mergers or for the

acquisition of companies, shareholdings in companies or parts of companies;

- for capital increases against cash contributions, provided the amount of the share capital

attributable to the new shares does not exceed ten percent of the share capital and the issue

amount for the new shares is not significantly below the market price of already listed shares,

Section 186(3)(4) AktG. The ten percent limit of the share capital is valid for the date of the

resolution of the Annual General Meeting on this authorization and on the exercise date of the

authorization. The sale of treasury shares, which are sold during the term of Authorized Capital

II under exclusion of subscription rights of shareholders in application of section 186(3)(4)

AktG, and the issuance of shares to service options or convertible bonds issued during the term

of Authorized Capital II under exclusion of subscription rights of shareholders in application of

section 186(3)(4) AktG, shall be counted toward the ten percent limit of the share capital.

The Administrative Board is authorized to determine the additional rights of shares and the

conditions of the share issue (Authorized Capital II).

The resolution adopted by the Annual General Meeting on May 6, 2015 authorized the company to purchase

treasury shares up to a value of ten percent of the share capital until May 5, 2020.

 

Section 289 [4][1][8], 315 [4][1][8] HGB

Material financing agreements of PUMA SE with its creditors contain the standard change-of-control clauses. In

the case of change of control the creditor is entitled to termination and early calling-in of any outstanding

amounts.

For more details, please refer to the relevant disclosures in the Notes to the Consolidated Financial Statements

(Section 18).