Reebok 2009 Annual Report Download - page 194

190 CONSOLIDATED FINANCIAL STATEMENTS Notes
The number of shares in circulation is as follows:
N °-
26
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, 2009 193,515,512
Capital increase and issuance of no-par-value shares on October 5, 2009
based on MSOP exercises in August 2009 + 16,400 193,531,912
Capital increase and issuance of no-par-value shares resulting from the
exercise of 7,999 conversion rights deriving from the convertible bond on
November 9, 2009 + 15,684,274 209,216,186
Number of no-par-value shares issued as at Dec. 31, 2009 209,216,186
Authorised Capital Authorised Capital
The Executive Board of adidas AG did not make use of the existing amounts of Authorised Capital
of up to € 95,000,000 in the financial year 2009 or in the period following the balance sheet date
up to and including February 19, 2010. The following description of the existing authorised capital
does not contain the cancellation of the Authorised Capital 2005/I and 2008, which had not been
made use of up to May 7, 2009, resolved by the Annual General Meeting on May 7, 2009.
The Authorised Capital of the company, which is set out in § 4 sections 2, 3 and 4 of the
Articles of Association as at the balance sheet date, entitles the Executive Board, subject to
Supervisory Board approval, to increase the nominal capital
until June 21, 2014
by issuing new shares against contributions in cash once or several times by no more than
€ 50,000,000 and, subject to Supervisory Board approval, to exclude residual amounts from share-
holders’ subscription rights (Authorised Capital 2009/I);
until June 21, 2012
by issuing new shares against contributions in kind once or several times by no more than
€ 25,000,000 and, subject to Supervisory Board approval, to exclude shareholders’ subscription
rights (Authorised Capital 2009/II);
until May 28, 2011
by issuing new shares against contributions in cash once or several times by no more than
€ 20,000,000 and, subject to Supervisory Board approval, to exclude residual amounts from share-
holders’ subscription rights and to exclude shareholders’ subscription rights 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, however, only be used to the extent that the pro-rata amount of the new shares
in the nominal capital together with the pro-rata amount in the nominal capital of other shares
which were issued by the company since 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 follow-
ing 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 nominal capital existing
on the date of entry of this authorisation into the commercial register or – if this amount is lower –
as at the respective date on which the authorisation is used.
Contingent Capital Contingent Capital
The following description of the Contingent Capital is based on § 4 sections 5, 6 and 7 of the
Articles of Association as well as the underlying resolutions of the Annual General Meeting.
Further amounts of contingent capital do not exist.
Contingent Capital 1999/I
The Contingent Capital 1999/I served the purpose of fulfilling 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 affiliated companies and to other executives
of adidas AG and of its affiliated companies.
Due to the issuance of 16,400 shares resulting from the exercise of 4,100 share options
within the exercise periods ending in October 2009 for Tranche V (2003) of the Management Share
Option Plan (MSOP), the nominal amount of the Contingent Capital 1999/I totalled € 1,278,348
since October 5, 2009 and at the balance sheet date, divided into 1,278,348 shares.
The corresponding adjustment of the amount of Contingent Capital 1999/I was submitted
for declaratory entry in the commercial register on January 28, 2010 and will be amended in the
Articles of Association following the registration.
All option rights deriving from the company’s Management Share Option Plan (MSOP) have
either been exercised or lapsed. The Contingent Capital 1999/I is not used any further.
Consequently, on February 19, 2010, the nominal amount of Contingent Capital 1999/I
amounts to € 1,278,348 and is divided into 1,278,348 shares.
Contingent Capital 2003/II
The Contingent Capital 2003/II served the purpose of meeting conversion rights deriving from
the convertible bonds issued by adidas International Finance B.V. in 2003 and guaranteed by
adidas AG.
After the issuance of 15,684,274 new shares as a result of the exercise of the conversion
rights deriving from all outstanding 7,999 convertible bonds, the Contingent Capital 2003/II
amounts to only € 20,313,766 and is divided into up to 20,313,766 shares as at balance sheet
date (35,998,040 as at December 31, 2008). There are no more subscription or conversion rights
outstanding.
The corresponding adjustment to the amount of the Contingent Capital 2003/II resulting from
the above transaction up to and including December 31, 2009 was submitted for declaratory entry
in the commercial register on January 28, 2010 and will be amended in the Articles of Association
following the registration.
The Contingent Capital 2003/II is not used any further.
Consequently, on February 19, 2010, the nominal amount of the Contingent Capital 2003/II
amounts to € 20,313,766 and is divided into 20,313,766 shares.