Information concerning takeovers

The following information, valid 31 December 2025, is presented in accordance with Art. 9 p. 1 c) (ii) of the SE Regulation in conjunction with Sections 289a, 315a German Commercial Code (HGB). Details under Sections 289a, 315a HGB which do not apply at PUMA SE are not mentioned.

Composition of the subscribed capital (Sections 289a [1][1], 315a [1][1] HGB)

On the balance sheet date, subscribed capital totalled € 148,007,926.00 and was divided into 148,007,926 no-par value shares with a proportional amount in the statutory capital of € 1.00 per share. All shares carry the same rights and obligations. As of the balance sheet date, the Company held 799.021 treasury shares.

Shareholdings exceeding 10% of the voting rights (Sections 289a [1][3], 315a [1][3] HGB)

As of December 31, 2025, there was one shareholding in PUMA SE that exceeded 10% of the voting rights. It was held by the Pinault family via several companies controlled by them (ranked by size of stake held by the Pinault family: Financière Pinault S.C.A. and Artémis S.A.S.). The shareholding of Artémis S.A.S. amounted to 29.1% of the share capital on December 31, 2025 (previous year: 28.7%; the increase in the shareholding is due to the capital reduction in the reporting year resulting from the share buy-back program).

Statutory provisions and regulations of the Articles of Association on the appointment and
‎dismissal of the members of the Management Board and on amendments to the Articles of Association (Sections 289a [1][6], 315a [1][6] HGB)

Regarding the appointment and dismissal of the members of the Management Board, reference is made to the applicable statutory requirements of Section 84 German Stock Corporation Act (AktG). Moreover, Section 7[1] of PUMA SE’s Articles of Association stipulates that Management Board shall consist of two members in the minimum; the Supervisory Board determines the number of members in the Management Board. The Supervisory Board may appoint deputy members of the Management Board and appoint a member of the Management Board as chairperson of the Management Board. Members of the Management Board may be dismissed only for good cause, within the meaning of Section 84[3] of the AktG or if the employment agreement is terminated, for which in each case a resolution must be adopted by the Supervisory Board with a simple majority of the votes cast.

Amendments to the Articles of Association of the Company require a resolution by the Annual General Meeting. Resolutions of the Annual General Meeting require a majority according to Art. 59 SE Regulation and Sections 133[1], 179 [2] [1] AktG (i.e. a simple majority of votes and a majority of at least three quarters of the share capital represented at the time the resolution is adopted). The Company has not made use of Section 51 SEAG.

Authority of the Management Board to issue or repurchase shares (Sections 289a [1][7], 315a [1][7] HGB)

The authority of the Management Board to issue shares result from Section 4 of the Articles of Association and from the statutory provisions:

Authorised Capital

By resolution of the Annual General Meeting on 21 May 2025, the Management Board is authorised, with approval of the Supervisory Board, to increase the share capital of the Company by up to EUR 30,000,000.00 by issuing, once or several times, new no par-value bearer shares against contributions in cash and/or kind until 20 May 2030 (Authorised Capital 2025). In case of capital increases against contributions in cash, the new shares may be acquired by one or several banks, designated by the Management Board, subject to the obligation to offer them to the shareholders for subscription (indirect pre-emption right).

The shareholders shall generally be entitled to pre-emption rights. However, the Management Board shall be authorised with approval of the Supervisory Board, to partially or completely exclude pre-emption rights

• to avoid peak amounts;
• if the issue price of the new shares in the event of a capital increase in exchange for cash contributions is not significantly lower than the stock exchange price of the already listed shares of the company. The notional interest in the share capital attributable to shares issued in return for cash contributions under exclusion of pre-emptive rights in accordance with Section 186 (3) sentence 4 AktG may not exceed a total of 10% of the share capital. The share capital at the time this authorisation takes effect or – if this value is lower – at the time this authorisation is exercised is decisive. The pro-rata amount of the share capital attributable to shares of the company that (i) are issued or disposed of during the term of the Authorised Capital 2025, excluding shareholders' subscription rights, in direct or analogous application of Section 186 (3) sentence 4 AktG or (ii) are or can be issued to service bonds with warrants or convertible bonds issued in corresponding application of Section 186 (3) sentence 4 AktG, excluding shareholders' pre-emptive rights, during the term of the Authorised Capital 2025;
• in case of capital increases against contributions in cash insofar as it is required to grant pre-emptive rights regarding the Company’s shares to holders of option or convertible bonds which have been or will be issued by the Company or its direct or indirect subsidiaries to such an extent to which they would be entitled after exercising option or conversion rights or fulfilling the conversion obligation as a shareholder;
• in case of capital increases against contributions in kind for carrying out mergers or for the direct or indirect acquisition of companies, participation in companies or parts of companies or other assets including intellectual property rights and receivables against the Company or any companies controlled by it in the sense of § 17 AktG.

The total amount of shares issued or to be issued based upon this authorisation while excluding shareholders’ pre-emption rights may neither exceed 10% of the share capital at the time of the authorisation becoming effective nor at the time of exercising the authorisation; this limit must include all shares which have been disposed of or issued or are to be issued during the term of this authorisation based on other authorisations while excluding pre-emption rights or which are to be issued because of an issue of option or convertible bonds during the term of this authorisation while excluding pre-emption rights. The Management Board shall be entitled, with approval of the Supervisory Board, to determine the remaining terms of the rights associated with the new shares as well as the conditions of the issuance of shares. The Supervisory Board is entitled to adjust the respective version of the Company’s Articles of Association with regard to the respective use of the Authorised Capital 2025 and after the expiration of the authorisation period.

The Management Board of PUMA SE did not make use of the existing Authorised Capital in the current reporting period.

Conditional Capital

The Annual General Meeting of 11 May 2022 has authorised the Management Board until 10 May 2027 with the approval of the Supervisory Board to issue once or several times, in whole or in part, and at the same time in different tranches bearer and/or registered convertible bonds and/or options and profit-participation rights and/or profit bonds or combinations thereof with or without maturity restrictions in the total nominal amount of up to € 1,500,000,000.00.

The share capital is conditionally increased by up to € 15,082,464.00 by issue of up to 15,082,464 new no-par value bearer shares (Conditional Capital 2022). The conditional capital increase shall only be implemented to the extent that conversion/option rights are exercised, or the conversion/option obligations are performed, or tenders are carried out and to the extent that other forms of performance are not applied.

No use has been made of this authorisation to date.

Authorisation to acquire treasury shares

The Annual General Meeting of 7 May 2020 resolved under agenda item 6 to authorise PUMA SE to acquire and utilise treasury shares until 6 May 2025, including the authorisation to sell treasury shares while excluding shareholders' pre-emption rights and the authorisation to offer and transfer treasury shares to third parties against non-cash consideration. The authorisation from 2020 was extended by resolution of the Annual General Meeting on 5 May 2021 to the effect that the Supervisory Board was authorised to issue treasury shares to members of the Management Board as a component of Management Board remuneration, while excluding shareholders' pre-emption rights. In addition, the authorisation from 2020 was extended by resolution of the Annual General Meeting on 11 May 2022 to the effect that the Management Board was authorised to issue shares acquired, excluding shareholders' subscription rights, in connection with share-based payment or employee share programs of the Company or its affiliated companies to persons who are or were employed by the Company or one of its affiliated companies or are a member of the management of a company affiliated with the Company. In all other aspects, the authorisation from 2020 remained unchanged.

On the basis of the aforementioned authorisation of 7 May 2020/May 5, 2021, the Management Board of PUMA SE approved a share buyback program on 29 February 2024. The first tranche provided for the repurchase of treasury shares with a total purchase price of up to € 100 million and begun in March 2024 for the period until May 6, 2025. On 31 March 2025, PUMA SE completed the acquisition of shares in PUMA SE within the framework of the share buyback program. As part of the share buyback program, a total of 2,816,714 shares were bought back. This corresponds to approx. 1.88% of the company's nominal share capital (based on € 150,824,640.00). The average purchase price per share paid on the stock exchange was EUR 35.5024. The total price of the shares acquired was EUR 99,999,992.00.

By resolution of the Annual General Meeting on 22 May 2024, the aforementioned authorisation to acquire and use treasury shares was revoked and the company was again authorised to acquire treasury shares up to ten percent of the share capital until 21 May 2029. In addition, the Supervisory Board was authorised to issue the acquired shares to members of the company's Executive Board, excluding shareholders' subscription rights. Furthermore, the Management Board was authorised to issue the acquired shares to persons who are or were employed by the company or one of its affiliated companies or are members of the management of one of its affiliated companies, excluding shareholders' subscription rights in connection with share-based compensation and employee share ownership programs of the company or its affiliated companies. If the shares are purchased on the stock exchange, the purchase price per share may not exceed 10% or fall short of 20% of the average closing price of the same class of company shares in XETRA (or a comparable successor system) on the last three trading days prior to the obligation to purchase. No use was made of this authorisation to purchase treasury shares during the reporting period.

Significant agreements of the Company which are subject to a change of control as a result of a takeover bid and the resulting effects (Section 289a [1][8], 315a [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 Chapter 17 of the Notes to the Consolidated Financial Statements.
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