Reebok 2008 Annual Report Download - page 181

adidas Group Annual Report 2008 177
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 sharehold-
ers’ subscription rights for fractional amounts and when issuing the new shares at a value not
essentially below the stock market price of shares with the same features (Authorised Capital
2006). The authorisation to exclude subscription rights pursuant to the last sentence, may, how-
ever, only be used to the extent that the pro-rata amount of the new shares in the stock capital
together with the pro-rata amount in the stock 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 authorised capital 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 subscription rights excluded pursuant to § 186
section 3 sentence 4 AktG, does not exceed 10% of the stock capital existing on the date of entry
of this authorisation into the Commercial Register or – if this amount is lower – as at the respec-
tive date on which the authorisation is used.
Contingent Capital
The following description of the Contingent Capital is based on § 4 sections 5, 6 and 7 of the
Articles of Association applicable as at the balance sheet date.
Contingent Capital 1999/ I
The Contingent Capital 1999/ I serves the purpose of fulfi lling stock options in connection with
the Management Share Option Plan (MSOP) to members of the Executive Board of adidas
AG as well as to managing directors /senior vice presidents of its affi liated companies and to
other executives of adidas AG and of its affi liated companies (§ 4 section 5 of the Articles of
Association).
Due to the exercise of 17,200 stock options and the issuance of 68,800 shares within the exercise
periods ending in January, July and October 2008 for 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 at the balance sheet date totalled € 1,294,748 and was divided into 1,294,748
shares.
The corresponding adjustment of the nominal amount of Contingent Capital 1999/ I, resulting
from the above transactions up to and including December 31, 2008, was entered into the
Commercial Register on February 11, 2009.
There has been no further decrease in Contingent Capital 1999/ I in January 2009, as the stock
options associated with the Management Share Option Plan (MSOP) of the Company could no
longer be exercised after October 2008.
On February 16, 2009, the nominal value of Contingent Capital 1999/ I amounted to € 1,294,748
and was divided into 1,294,748 shares.
Contingent Capital 2003 / II
As at the balance sheet date, the stock capital is conditionally increased by up to a further
€ 35,998,040, divided into no more than 35,998,040 shares (Contingent Capital 2003/ II). Shares
from this contingent capital will be issued only to the extent that holders of bonds issued in
October 2003 with the exclusion of shareholders’ subscription rights exercise their conversion
rights. In the event of the exercise of all conversion rights, the total number of shares to be
issued to this group of persons amounts to 15,684,315 at the balance sheet date. In addition, the
Executive Board is authorised, subject to Supervisory Board approval, to issue up to 20,313,723
shares to the holders of the subscription or conversion rights or the persons obligated to exer-
cise the subscription or conversion duties based on the bonds with warrants or convertible
bonds, which are issued by the Company or a Group subsidiary, pursuant to the authorisation
of the Executive Board by resolution of the Annual General Meeting dated May 8, 2003, in the
version of the resolution of the Annual General Meeting dated May 11, 2006, to the extent that
they make use of their subscription or conversion rights or, if they are obligated to exercise
the subscription or conversion rights, they meet their obligations to exercise the warrant or
convert the bond.
In the fi nancial year 2008, the Executive Board of adidas AG did not issue any shares from the
Contingent Capital 2003/ II in the period beyond the balance sheet date and up to and including
February 16, 2009.
Contingent Capital 2006
At the balance sheet date, the stock capital was conditionally increased by up to a further
€ 20,000,000 divided into no more than 20,000,000 shares (Contingent Capital 2006). The con-
tingent capital increase will be implemented only to the extent that holders of the subscription
or conversion rights or the persons obligated to exercise the subscription or conversion duties
based on the bonds with warrants or convertible bonds, which are issued or guaranteed by the
Company or a subordinate Group company pursuant to the authorisation of the Executive Board
by the resolution of the Annual General Meeting dated May 11, 2006, make use of their sub-
scription or conversion rights or, if they are obligated to exercise the subscription or conversion
rights, they meet their obligations to exercise the warrant or convert the bond. The Executive
Board is authorised, subject to Supervisory Board approval, to fully exclude the shareholders’
rights to subscribe the bonds with warrants and /or convertible bonds, if the bonds with warrants
and /or convertible bonds are issued at a price which is not signifi cantly below the market value
of these bonds. The limit for subscription right exclusions of 10% of the registered stock capital
in accordance with § 186 section 3 sentence 4 in conjunction with § 221 section 4 sentence 2
AktG has been observed.
In the fi nancial year 2008, the Executive Board of adidas AG did not issue any shares from the
Contingent Capital 2006 in the period beyond the balance sheet date and up to and including
February 16, 2009.