Adidas 2002 Annual Report Download - page 133

Authorized Capital
By resolution of the Annual General Meeting held on May 8, 2002, the shareholders of adidas-
Salomon AG approved an extension of the term and the scope of purpose of the authorized capital
pursuant to § 4 section 4 of the Company’s Articles of Association, excluding shareholders’ sub-
scription rights (Authorized Capital III). The term of Authorized Capital III and the authorization to
exclude shareholders’ subscription rights was extended by three years until May 31, 2005.
The corresponding changes to the Articles of Association were entered into the Commercial
Register on June 25, 2002.
Pursuant to § 4 sections 2 to 4 of the Articles of Association of adidas-Salomon AG, the Execu-
tive Board shall be entitled, subject to Supervisory Board approval, to increase the nominal capital
until July 26, 2005
>by issuing new shares against contributions in cash once or several times by no more than
€ 42,800,000 altogether and, subject to Supervisory Board approval, to exclude fractional shares
from shareholders’ subscription rights (Authorized Capital I); and
>by issuing new shares against contributions in cash once or several times by no more than
€ 8,000,000 altogether and, subject to Supervisory Board approval, to exclude shareholders’
subscription rights as far as fractional shares are concerned or when issuing new shares at a
price not essentially below the stock exchange price (Authorized Capital II); and
until May 31, 2005
>by issuing new shares against contributions in cash or in kind once or several times by no more
than € 3,579,043.17 altogether and, subject to Supervisory Board approval, to exclude share-
holders’ subscription rights (Authorized Capital III).
Contingent Capital
By resolution of the Annual General Meeting held on May 20, 1999, the nominal capital of adidas-
Salomon AG was increased conditionally by up to € 3,500,000 through the issuance of not more
than 1,367,187 no-par-value shares (Contingent Capital I) for the granting of stock options to
members of the Executive Board of adidas-Salomon AG as well as to Managing Directors/Senior
Vice Presidents of its affiliated companies as well as to further senior executives and executives
of adidas-Salomon AG and of its affiliated companies. On May 8, 2002, the shareholders resolved to
extend the term of the subscription rights granted under the stock option plan to up to five years.
The corresponding change to the Articles of Association in § 4 section 5 of the Articles of Association
was entered into the Commercial Register on June 25, 2002.
As a result of the exercise of 73,300 stock options and the issuance of 73,300 no-par-value
shares associated with the first exercise period of Tranche II of the stock option plan in October
2002, the nominal amount of Contingent Capital I at the balance sheet date amounted to
€ 3,312,352, divided into 1,293,887 no-par-value shares.
As a result of the exercise of 17,750 stock options and the issuance of 17,750 no-par-value
shares associated with the second exercise period of Tranche II of the stock option plan in January
2003, the nominal amount of Contingent Capital I at the balance sheet date was reduced to
€ 3,266,912, divided into 1,276,137 no-par-value shares.
Pursuant to § 4 section 6 of the Articles of Association, the nominal capital shall be further
increased conditionally by up to € 23,040,000 through the issue of not more than 9,000,000 no-par-
value shares (Contingent Capital II). The contingent capital increase shall be effected only to the
extent that the bearers of warrants or conversion rights resulting from bonds with warrants or
convertible bonds which are issued or guaranteed on the authorization resolved upon by the Annual
General Meeting of May 10, 2001 by adidas-Salomon AG or by a wholly owned, directly or indirectly
held subsidiary exercise their warrants or conversion rights.
Acquisition of Own Shares
By resolution of the Annual General Meeting held on May 8, 2002, the shareholders of adidas-
Salomon AG authorized the Company to acquire own shares in an aggregate amount of up to 10% of
the nominal capital for any permissible purpose until November 7, 2003. The Report of the Executive
Board mentioned as purposes for such acquisition in particular:
>selling the shares against cash and at a price which is not essentially below the stock exchange
price of the shares;
>introduction on foreign stock exchanges;
>acquisition of companies, parts of companies or participations in companies;
>consideration for the assignment of industrial property rights or intangible property rights such
as patents, brands, names and logos of athletes, sports clubs and other third parties or the
acquisition of licenses relating to such rights.
Moreover, it is stipulated that the acquisition of companies or participations, industrial property
rights or licenses may also be conducted by subsidiaries.
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