Reebok 2008 Annual Report Download - page 180

176 Consolidated Financial Statements Notes
21 Shareholders’ equity
On December 31, 2007, the nominal capital of adidas AG amounted to € 203,628,960 and was
divided into 203,628,960 no-par-value bearer shares (“shares”) and was fully paid in.
On January 15, 2008, the stock capital increased to a total of € 203,644,960 divided into
203,644,960 shares, as a result of the exercise of a total of 4,000 stock options in November
2007 and the issuance of 16,000 shares associated with the Management Share Option Plan
(MSOP) of adidas AG.
On July 2, 2008, 5,511,023 treasury shares were cancelled. These shares had been repurchased
based on the authorisation to repurchase adidas AG shares granted to the Executive Board
by the Annual General Meeting held on May 10, 2007. Hence, the stock capital was reduced by
€ 5,511,023 from € 203,644,960 to € 198,133,937, divided into 198,133,937 shares. Consequently,
retained earnings decreased by € 224,437,927.18.
On July 4, 2008, the stock capital increased to a total of € 198,178,337 divided into 198,178,337
shares, as a result of the exercise of a total of 11,100 stock options in May 2008 and the issuance
of 44,400 shares associated with the Company’s Management Share Option Plan (MSOP). On
October 6, 2008, the stock capital again increased as a result of the exercise of a total of 2,100
stock options in August 2008 and the issuance of 8,400 shares associated with the Company’s
Management Share Option Plan (MSOP).
On December 15, 2008, 4,671,225 treasury shares were cancelled. These shares had been repur-
chased based on the authorisation to repurchase adidas AG shares granted to the Executive
Board by the Annual General Meeting held on May 8, 2008. Hence, the stock capital was reduced
by € 4,671,225 from €198,186,737 to € 193,515,512, divided into 193,515,512 shares. Conse-
quently, retained earnings decreased by € 174,766,717.89.
At the balance sheet date, the stock capital of adidas AG amounted to a total of € 193,515,512
and was divided into 193,515,512 shares. The stock capital is fully paid in.
Except for the cancellation of shares on July 2, 2008, which had already been entered on August
12, 2008, the corresponding adjustment of the amount of stock capital resulting from the above
transactions up to and including December 31, 2008 has been entered into the Commercial
Register on February 11, 2009.
There were no other changes in stock capital since the balance sheet date. On February 16,
2009, the stock capital of adidas AG therefore amounted to € 193,515,512 and was divided into
193,515,512 shares.
Each share grants one vote and, starting from the beginning of the year it was issued, is also
entitled to a dividend. Treasury shares held directly or indirectly are not entitled to dividend
payment in accordance with § 71 b German Stock Corporation Act (Aktiengesetz – AktG). On
February 16, 2009, adidas AG did not hold any treasury shares.
The number of shares in circulation is as follows:
Development of number of shares in circulation
Change in
number of
shares + /(–)
Number of
shares
Number of no-par-value shares issued as at Jan. 1, 2008 203,628,960
Capital increase and issuance of no-par-value shares on January 15, 2008
based on MSOP exercises in November 2007 + 16,000 203,644,960
Capital reduction from cancellation of 5,511,023 treasury shares
on July 2, 2008 based on the authorisation to repurchase adidas AG shares
granted on May 10, 2007 (5,511,023) 198,133,937
Capital increase and issuance of no-par-value shares on July 4, 2008
based on MSOP exercises in May 2008 + 44,400 198,178,337
Capital increase and issuance of no-par-value shares on October 6, 2008
based on MSOP exercises in August 2008 + 8,400 198,186,737
Capital reduction from cancellation of 4,671,225 treasury shares on
December 15, 2008 based on the authorisation to repurchase adidas AG
shares granted on May 8, 2008 (4,671,225) 193,515,512
Number of no-par-value shares issued as at Dec. 31, 2008 193,515,512
Authorised Capital
The Executive Board of adidas AG did not make use of the existing amounts of Authorised Capital
of up to € 96,062,500 corresponding to 96,062,500 shares in 2008 or in the period beyond the
balance sheet date up to and including February 16, 2009.
As at the balance sheet date, the Authorised 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 stock 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 (Authorised Capital 2005 /I);
and until May 15, 2011
— by issuing new shares against contributions in cash or in kind once or several times by no
more than a maximum of € 12,000,000 and, subject to Supervisory Board approval, to exclude
shareholders’ subscription rights (Authorised Capital 2008);