Reebok 2008 Annual Report Download - page 101

adidas Group Annual Report 2008 097
Subject to Supervisory Board approval, shareholders’ subscrip-
tion rights can be excluded in certain cases see Note 21, p. 176.
— Contingent Capital
— The Executive Board has at its disposal a contingent
capital amounting to no more than € 1,294,748 (Contin-
gent Capital 1999 /I) for the issuance of shares to fulfi l
stock options granted to benefi ciaries within the Man-
agement Share Option Plan (MSOP) in the years 1999
to 2003. Shares are only issued within the scope of the
authorisation granted by the Annual General Meeting on
May 20, 1999, as amended on May 8, 2002, May 13, 2004
and May 11, 2006. Taking into account all forfeited stock
options, up to 63,200 shares (as at December 31, 2008)
may still be issued through exercise of the remaining
15,800 share options. The issuance of new share options
based on the above-mentioned authorisation is no
longer possible.
— The Executive Board has at its disposal a contingent
capital amounting to no more than € 35,998,040 (Con-
tingent Capital 2003 /II) for the issuance of shares to
holders of bonds issued by adidas International Finance
B.V., the Netherlands, and guaranteed by adidas AG. The
shares will, however, only be issued to the extent that
bondholders exercise their conversion rights. In the event
of conversion rights being exercised, the total number of
shares to be issued in this case to bond holders amounts
to 15,684,315 (as at December 31, 2008).
— By resolution of the Annual General Meeting held on
May 11, 2006, the Executive Board was also authorised
to issue bonds with warrants and /or convertible bonds
by the company or affi liated companies once or several
times in the total amount of up to € 1.5 billion for a
duration of up to 30 years and to accept guarantee of
such bonds issued by affi liated companies. The Execu-
tive Board is authorised to grant to bondholders or bond
creditors subscription or conversion rights relating to
no more than a total of 20,000,000 shares in compliance
with the corresponding conditions of the bonds. For this
purpose, the stock capital was conditionally increased
by up to € 20,000,000 (Contingent Capital 2006). The
Executive Board is authorised to exclude shareholders’
subscription rights to bonds, subject to approval by the
Supervisory Board, provided that the issue price of the
bonds with warrants and /or convertible bonds is not
signifi cantly below the market value of these bonds. This
authorisation has not been utilised thus far.
— Share Buyback
The authorisations of the company to repurchase adidas
AG shares arise from §§ 71 et seq. AktG as well as the
authorisations granted by the Annual General Meetings on
May 10, 2007 and May 8, 2008.
— By resolution dated May 10, 2007, the company was
authorised, in accordance with § 71 section 1 number
8 AktG, to repurchase adidas AG shares of up to 10% of
the stock capital of adidas AG until November 9, 2008 for
any lawful purpose within the legal frame. The Executive
Board utilised this authorisation to initiate a share buy-
back programme carried out between January 30, 2008
and May 2, 2008. The company repurchased 5,511,023
adidas AG shares during this period and, in accordance
with the authorisation granted by the Annual General
Meeting and with Supervisory Board approval, cancelled
these shares on July 2, 2008, thus reducing the stock
capital.
The Annual General Meeting on May 8, 2008 can-
celled this authorisation and replaced it with a new
authorisation.
— In accordance with the authorisation granted on May 8,
2008, the Executive Board is authorised until Novem-
ber 7, 2009 to repurchase adidas AG shares of up to an
amount totalling 10% of the stock capital at the date of
the resolution for any lawful purpose within the legal
frame. The authorisation may be used by adidas AG but
also by its subsidiaries or by third parties on account of
the company or its subsidiaries.
adidas AG shares repurchased based on this authorisation
may in particular be used as follows:
— T hey may be sold, subject to Supervisory Board
approval, via the stock exchange or through an offer
made to all shareholders for cash or through sale at a
price not signifi cantly below the stock market price of
shares with the same features.
— They may be used, subject to Supervisory Board
approval, for the purpose of acquiring companies, parts
of companies or participations in companies.
— They may be offered and sold, subject to Supervisory
Board approval, as consideration for the acquisition of
industrial property rights or intangible property rights
or for the acquisition of licences relating to such rights,
also through subsidiaries.
— They may be used to meet subscription or conver-
sion rights arising from bonds with warrants and /or
convertible bonds issued or to be issued by adidas AG
or a direct or indirect subsidiary, in accordance with the
authorisations granted by the Annual General Meetings
held on May 8, 2003 and May 11, 2006.
— They may be used to meet the company’s obligations
arising from the Management Share Option Plan 1999
(MSOP).
— They may be cancelled without a further resolution of
the Annual General Meeting being required.
— They may be assigned to members of the Executive
Board as compensation by way of a stock bonus subject
to the provision that resale by the Executive Board shall
only be permitted following a lock-up period of at least
two years from the date of assignment. Responsibility in
this case lies with the Supervisory Board.
In case of a sale of shares for the above-mentioned pur-
poses, shareholders’ subscription rights are excluded.
If any of the transactions carried out on the basis of this
authorisation require approval by the Supervisory Board,
it may assign this responsibility to one of its committees.
The Executive Board partially utilised this authorisation
for the share buyback programme initiated on January 30,
2008, and continued on May 21, 2008 after a temporary
interruption. Pursuant to the authorisation granted by the
Annual General Meeting, adidas AG repurchased 4,671,225
shares between May 21, 2008 and October 22, 2008 and
cancelled these shares on December 15, 2008, thus reduc-
ing the stock capital.