Reebok 2009 Annual Report Download - page 129

Disclosures pursuant to
§ 315 Section 4 of the German
Commercial Code
Composition of subscribed capital
The nominal capital of adidas AG
amounts to € 209,216,186 (as at Decem-
ber 31, 2009) and is divided into the same
number of no-par-value bearer shares
with a pro-rata amount in the nominal
capital of € 1 each (“shares”) see
Note 26, p. 189. Pursuant to § 4 section 10
of the Articles of Association, share-
holders’ claims to the issuance of indi-
vidual share certificates are 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 Ameri-
can Depositary Receipts (ADRs). ADRs
are deposit certificates 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 company or other
agreements 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have access to yet unpublished financial
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 share capital
exceeding 10% of voting rights
adidas AG has not been notified of, and is
not aware of, any direct or indirect share-
holdings in the share capital of adidas AG
exceeding 10% of the voting rights.
Shares with special rights
There are no shares bearing special
rights, in particular there are no shares
with rights conferring 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 adidas AG Executive Board
consists of four members see Executive
Board, p. 24. Pursuant to § 6 of the
Articles of Association and § 84 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 maximum period of five years. Such
appointments may be renewed and the
terms of office may be extended, provided
that no term exceeds five years.
The Supervisory Board has appointed a
member of the Executive Board as Chief
Executive Officer (CEO) pursuant to § 6
of the Articles of Association. It may
revoke the appointment of an individual
as member of the Executive Board or
Chief Executive Officer for good cause,
such as gross negligence of duties or a
withdrawal of confidence by the Annual
General Meeting. In all other cases, as
adidas AG is subject to the regulations
of the German Co-Determination Act
(Mitbestimmungsgesetz – MitbestG),
the appointment of Executive Board
members and also their dismissal
requires a majority of at least two thirds
of the Supervisory Board members
(§ 31 MitbestG). If such a majority is
not established in the first vote by the
Supervisory Board, upon proposal of the
Mediation Committee see Declaration on
Corporate Governance including the Corporate
Governance Report, p. 33 the appointment
or dismissal may be made in a second
vote with a simple majority of the votes
cast by the Supervisory Board mem-
bers. 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. Furthermore, pursuant to § 85
section 1 AktG, the Fuerth local court
shall, in urgent cases, make the neces-
sary appointment upon application by
any party involved, if the Executive Board
does not have the required number of
members.
Amendments to the Articles
of Association
Pursuant to § 179 section 1 sentence
1 AktG, the Articles of Association of
adidas AG can, in principle, only be
amended by a resolution passed by
the Annual General Meeting. Pursuant
to § 21 section 3 of the Articles of
Association in conjunction with § 179
section 2 sentence 2 AktG, the Annual
General Meeting of adidas AG princi-
pally resolves upon amendments to the
Articles of Association with a simple
majority of the votes cast and with a
simple majority of the nominal capital
represented when passing the resolution.
If mandatory legal provisions stipulate a
larger majority of voting rights or capital,
this is applicable. When it comes to
amendments solely relating to the word-
ing, the Supervisory Board is, however,
authorised to make these modifications
in accordance with § 179 section 1 sen-
tence 2 AktG in conjunction with § 10 sec-
tion 1 of the Articles of Association.
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, in particular, for manag-
ing the company 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 to repur-
chase adidas AG shares is based on §§ 71
et seq. AktG and, as at the balance sheet
date, on the authorisation granted by the
Annual General Meeting on May 7, 2009.
GROUP MANAGEMENT REPORT – FINANCIAL REVIEW GROUP BUSINESS PERFORMANCE Disclosures pursuant to § 315 Section 4 of the German Commercial Code 125