Reebok 2010 Annual Report Download - page 147

Group Management Report – Financial Review Group Business Performance Disclosures pursuant to § 315 Section 4 of the German Commercial Code 143
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
December 31, 2010) and is divided
into the same number of registered
no-par-value shares with a pro-rata
amount in the nominal capital of € 1
each (“shares”) see Note 25, p. 204.
Pursuant to § 4 section 8 of the Articles
of Association, shareholders’ claims
to the issuance of individual 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 American
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 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who have access to yet unpublished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 (Aktien gesetz –
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
shareholdings 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
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, for their
appointment and dismissal as well as for
the appointment of the Chief Executive
Officer (CEO). Currently, the adidas
AG Executive Board comprises the
CEO as well as three further members
see Executive Board, p. 16. 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 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. 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, the appointment
or dismissal may be made in a second
vote with a simple majority of the votes
cast by the Supervisory Board members.
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, the Fuerth
local court shall, pursuant to § 85
section 1 AktG, in urgent cases, make the
necessary 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 principally 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 wording, the Supervisory
Board is, however, authorised to make
these modifications in accordance with
§ 179 section 1 sentence 2 AktG in
conjunction with § 10 section 1 of the
Articles of Association.