Reebok 2006 Annual Report Download - page 170

Consolidated Financial Statements ›
166 ANNUAL REPORT 2006 › adidas Group ›
The number of shares in circulation is as follows:
Authorized Capital
As at the balance sheet date 2006, the Executive Board of adidas AG has not made use of the
existing amounts of Authorized Capital. The following presentation of the existing amounts of
Authorized Capital takes into account the adjustment resolved upon by the Annual General
Meeting on May 11, 2006, relating to the existing amounts of Authorized Capital in connection
with the Capital Increase 2006 and the share split.
As at December 31, 2006, the Authorized Capital of the Company is set out in § 4 sections 2, 3
and 4 of the Articles of Association, pursuant to which the Executive Board is entitled, subject
to Supervisory Board approval, to increase the nominal capital
until June 19, 2010
» by issuing new shares against contributions in cash once or several times by no more than
a maximum of € 64,062,500 and, subject to Supervisory Board approval, to exclude fractional
shares from shareholders’ subscription rights (Authorized Capital 2005/I);
and until June 19, 2008
» by issuing new shares against contributions in cash or in kind once or several times by no
more than a maximum of € 6,250,000 and, subject to Supervisory Board approval, to exclude
shareholders’ subscription rights (Authorized Capital 2005/II);
and until May 28, 2011
» by issuing new shares against contributions in cash once or several times by no more than a
maximum of € 20,000,000 and, subject to Supervisory Board approval, to exclude shareholders’
subscription rights for fractional amounts and when issuing the new shares at a value not
essentially below the stock exchange value of shares with the same features (Authorized
Capital 2006). The authorization to exclude subscription rights pursuant to the last sentence,
may, however, only be used to the extent that the pro rata amount of the new shares in the
nominal capital together with the pro rata amount in the nominal capital of other shares which
were issued by the Company after May 11, 2006, subject to the exclusion of subscription rights
pursuant to § 186 section 3 sentence 4 AktG on the basis of an authorized capital increase
or following a repurchase, or for which conversion or subscription rights were granted after
May 11, 2006, through issuance of convertible bonds or bonds with warrants, with subscrip-
tion rights excluded pursuant to § 186 section 3 sentence 4 AktG, does not exceed 10% of the
nominal capital existing on the date of entry of this authorization into the Commercial Register
or – if this amount is lower – as at the respective date on which the authorization is used.
Contingent Capital
Together with the Capital Increase 2006 resolved upon by the Annual General Meeting on May
11, 2006, and by virtue of law, the amounts of Contingent Capital increased at the same ratio.
By resolution of the Annual General Meeting of May 11, 2006, the Articles of Association were
adjusted to reflect this increase as well as the share split.
Contingent Capital 1999/I
The Contingent Capital 1999/I serves the purpose of granting stock options in connection with
the Management Share Option Plan to members of the Executive Board of adidas AG as well
as to managing directors/senior vice presidents of its affiliated companies and to other execu-
tives of adidas AG and of its affiliated companies.
Prior to the implementation of the Capital Increase 2006 and the share split, as a result
of the exercise of 55,300 stock options in November 2005 and the issuance of 55,300 no-par-
value bearer shares within the scope of the exercise periods which ended in January 2006
for Tranche I (1999), Tranche II (2000), Tranche III (2001), Tranche IV (2002) and Tranche V
(2003) of the Management Share Option Plan, the nominal amount of the Contingent Capital
1999/I amounted to € 1,102,291.20 in January 2006 and was divided into 430,582 no-par-value
shares.
Development of Number of Shares in Circulation
Number of shares Number of shares
prior to share split after share split
Number of no-par-value shares issued as at Dec. 31, 2005 50,761,755
Capital increase and issuance of no-par-value shares
based on MSOP exercises 55,300
Capital increase from Company’s retained earnings without
issuance of new shares as well as share split at a ratio of 1 to 4 203,268,220
Capital increase as a result of exercise of the conversion right
derived from one bond and issuance of no-par-value shares 1,960
Capital increase and issuance of no-par-value shares
based on MSOP exercises 226,680
Capital increase and issuance of no-par-value shares
based on MSOP exercises 40,000
Number of no-par-value shares issued as at Dec. 31, 2006 203,536,860