Reebok 2009 Annual Report Download - page 130

Authorised Capital
Until May 28, 2011, the Executive
Board is authorised to increase the
nominal capital, subject to Super-
visory Board approval, by issuing
new shares against contributions
in cash once or several times by no
more than € 20,000,000 altogether
(Authorised Capital 2006).
Until June 21, 2012, the Executive
Board is authorised to increase the
nominal capital, subject to Super-
visory Board approval, by issuing
new shares against contributions
in kind once or several times by no
more than € 25,000,000 altogether
(Authorised Capital 2009/II).
Until June 21, 2014, the Executive
Board is authorised to increase the
nominal capital, subject to Super-
visory Board approval, by issuing
new shares against contributions
in cash once or several times by no
more than € 50,000,000 altogether
(Authorised Capital 2009/I).
Subject to Supervisory Board approval,
shareholders’ subscription rights can
be excluded in certain cases see Note
26, p. 189.
Contingent Capital
By resolution of the Annual General
Meeting held on May 11, 2006, the
Executive Board was authorised, until
May 10, 2011, to issue bonds with
warrants and/or convertible bonds
by the company or affiliated com-
panies 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 affiliated companies. The
Executive 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 nominal
capital was conditionally increased
by up to € 20,000,000 (Contingent
Capital 2006). The Executive Board
is authorised, subject to approval by
the Supervisory Board, to exclude
shareholders’ subscription rights for
fractional amounts and also if the
issue price of the bonds with warrants
and/or convertible bonds is not signifi-
cantly below the market value of these
bonds and the number of shares to
be issued does not exceed 10% of the
nominal capital. The issuance of new
shares or the use of treasury shares
must be taken into account when
calculating this limit in certain specific
cases. This authorisation has not been
utilised so far.
Share Buyback
The authorisations of the company to
repurchase adidas AG shares arise
from §§ 71 et seq. AktG and, as at the
balance sheet date, on the authorisa-
tion granted by the Annual General
Meeting on May 7, 2009.
Based on the authorisation
granted on May 7, 2009, the Executive
Board is authorised to repurchase
adidas AG shares of up to an amount
totalling 10% of the nominal capital at
the date of the resolution (or, as the
case may be, a lower amount of nom-
inal capital on the date of utilisation
of the authorisation) for any lawful
purpose and within the legal frame
until November 6, 2010. The authori-
sation may be used by adidas AG but
also by its subsidiaries or by third par-
ties on account of the company or its
subsidiaries.
The repurchase will be carried out via the
stock exchange through a public repur-
chase offer, through a public invitation to
submit sale offers or through issuing ten-
der rights to shareholders. Furthermore,
the authorisation sets out the lowest
and highest nominal value that may be
granted in each case.
The adidas AG shares repurchased based
on this authorisation may in particular be
used as follows:
They may be sold, subject to Super-
visory Board approval, via the stock
exchange or through a public share
purchase offer made to all share-
holders for cash or (limited to 10% of
the nominal capital taking into account
certain offsets) through sale at a price
not significantly below the stock market
price of shares with the same features.
They may be used, subject to Super-
visory Board approval, for the purpose
of directly or indirectly acquiring com-
panies, parts of companies or participa-
tions in companies.
They may be offered and sold, sub-
ject 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 conversion 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 accord-
ance 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 com-
pany’s obligations arising from the
Management Share Option Plan 1999
(MSOP).
They may be cancelled without a further
resolution of the Annual General Meet-
ing being required.
126 GROUP MANAGEMENT REPORT – FINANCIAL REVIEW GROUP BUSINESS PERFORMANCE Disclosures pursuant to § 315 Section 4 of the German Commercial Code