Reebok 2008 Annual Report Download - page 100

096 Group Management Report – Our Financial Year Group Business Performance — Disclosures pursuant to § 315 Section 4 of the German Commercial Code and Explanatory Report
Disclosures pursuant to § 315 Section 4 of the German
Commercial Code and Explanatory Report
Composition of subscribed capital
The stock capital of adidas AG amounts to € 193,515,512 (as
at December 31, 2008) and is divided into the same number
of no-par-value bearer shares with a pro-rata amount in the
stock capital of € 1 each (“shares”) see Note 21, p. 176. Pursu-
ant to § 4 section 10 of the Articles of Association, the share-
holders’ claim to the issuance of individual share certifi cates
is in principle excluded. Each share grants one vote at the
Annual General Meeting. All shares carry the same rights and
obligations. In the USA, we have issued American Depositary
Receipts (ADRs). ADRs are deposit certifi cates of non-US
shares that are traded instead of the original shares on US
stock exchanges. Two ADRs equal one adidas AG share.
Restrictions on voting rights or transfer of shares
We are not aware of any contractual agreements with the com-
pany restricting voting rights or the transfer of shares. Based
on the Code of Conduct of adidas AG, however, particular lock-
up periods do exist for members of the Executive Board with
regard to the purchase and sale of adidas AG shares. These
lock-up periods are connected with the publication of our
quarterly and full year results. Such lock-up periods also exist
for employees who have access to yet unpublished fi nancial
results.
In addition, restrictions of voting rights pursuant, inter alia, to
§ 136 German Stock Corporation Act (Aktiengesetz – AktG) or
for treasury shares pursuant to § 71b AktG may exist.
Shareholdings in stock capital exceeding 10% of voting rights
adidas AG has not been notifi ed of and is not aware of
any direct or indirect shareholdings in the stock capital of
adidas AG exceeding 10% of the voting rights.
Shares with special rights conferring powers of control
There are no shares with special rights which confer powers of
control.
Voting right control if employees have a share in the capital
Like all other shareholders, employees who hold adidas AG
shares exercise their control rights directly in accordance with
statutory provisions and the Articles of Association.
Executive Board appointment and dismissal
Currently, the Executive Board of adidas AG consists of four
members see Executive Board, p. 018. Pursuant to § 6 of the
Articles of Association, § 84 section 1 AktG, the Supervisory
Board is responsible for determining the number of members
of the Executive Board as well as for their appointment and
dismissal. Executive Board members may be appointed for a
period not exceeding fi ve years in accordance with § 84 sec-
tion 1 sentence 1 AktG. Such appointments may be renewed
and the terms of offi ce may be extended, provided that no
term exceeds fi ve years (§ 84 section 1 sentence 2 AktG). The
Supervisory Board has appointed a member of the Executive
Board as Chairman of the Executive Board pursuant to § 6 of
the Articles of Association. It may revoke the appointment of
an individual as member or Chairman of the Executive Board
in accordance with § 84 AktG section 3 for good cause, such
as gross negligence of duties or a withdrawal of confi dence by
the Annual General Meeting. In all other cases, the dismissal
of Executive Board members and also their appointment
requires a majority of at least two thirds of the Supervisory
Board members (§ 31 sections 2, 5 MitbestG) as adidas AG is
subject to the regulations of the German Co-Determination
Act (Mitbestimmungsgesetz – MitbestG). If such a majority
is not established in the fi rst vote by the Supervisory Board,
upon proposal of the Mediation Committee see Corporate
Governance Report, p. 026 the appointment or dismissal may be
made in a second vote with a simple majority of the votes cast
by the Super visory Board members (§ 31 section 3 MitbestG).
Should the required majority not be established in this case
either, a third vote, again requiring a simple majority, must
be held in which, however, the Chairman of the Supervisory
Board has two votes (§ 31 section 4 MitbestG). Additionally,
pursuant to § 85 section 1 AktG, if the Executive Board does
not have the required number of members the Fuerth local
court shall, in urgent cases, make the necessary appointment
upon application by any party involved.
Amendments to the Articles of Association
Pursuant to §§ 119 section 1 number 5, 179 section 1, sen-
tence 1 AktG, the Articles of Association of adidas AG can,
in principle, only be amended by a resolution passed by the
Annual General Meeting. In accordance with § 21 section 3
of the Articles of Association in conjunction with § 179 sec-
tion 2 sentence 2 AktG, the Annual General Meeting of adidas
AG principally resolves upon amendments to the Articles of
Association with a simple majority of the votes cast and with
a simple majority of the stock capital represented when pass-
ing the resolution. If mandatory legal provisions stipulate a
larger majority, this is applicable. Regarding amendments
solely relating to the wording of the Articles of Association,
the Supervisory Board is, however, authorised to make these
modifi cations in accordance with § 10 section 1 of the Articles
of Association in conjunction with § 179 section 1, sentence 2
AktG.
Authorisation of the Executive Board in particular to issue
and cancel shares
The authorisations of our Executive Board are regulated by
§§ 76 et seq. AktG in conjunction with § 7 of the Articles of
Association. The Executive Board is responsible for managing
adidas AG and represents the company judicially and extra-
judicially. The authorisation of the Executive Board to issue
shares is regulated by § 4 of the Articles of Association and by
statutory provisions. The authorisation of the Executive Board
to repurchase adidas AG shares is based on §§ 71 et seq. AktG
and, for the fi nancial year 2008, on the authorisations granted
by the Annual General Meetings on May 10, 2007 and May 8,
2008.
— Authorised Capital
— Until June 19, 2010, the Executive Board is authorised to
increase the stock capital, subject to Supervisory Board
approval, by issuing new shares against contributions in
cash once or several times by no more than a maximum
of € 64,062,500 (Authorised Capital 2005 /I).
— Until May 28, 2011, the Executive Board is authorised to
increase the stock capital, subject to Supervisory Board
approval, by issuing new shares against contributions in
cash once or several times by no more than a maximum
of € 20,000,000 (Authorised Capital 2006).
— Until May 15, 2011, the Executive Board is authorised to
increase the stock capital, subject to Supervisory Board
approval, by issuing new shares against contributions
in cash and /or in kind once or several times by no more
than a maximum of € 12,000,000 (Authorised Capital
2008).