Reebok 2010 Annual Report Download - page 148

144 Group Management Report – Financial Review Group Business Performance Disclosures pursuant to § 315 Section 4 of the German Commercial Code
Authorisation of the Executive
Board to issue 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 managing
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.
– Until June 21, 2012, the Executive
Board is authorised to increase the
nominal capital, subject to Supervisory
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 Supervisory
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).
– Until July 12, 2015, the Executive Board
is authorised to increase the nominal
capital, subject to Supervisory Board
approval, by issuing new shares against
contributions in cash once or several
times by no more than € 20,000,000
altogether (Authorised Capital 2010).
Subject to Supervisory Board approval,
shareholders’ subscription rights may be
excluded in certain cases for each of the
above-mentioned authorisations see
Note 25, p. 204.
– Pursuant to the resolution of the
Annual General Meeting held on May 6,
2010, the Executive Board is authorised,
subject to Supervisory Board approval,
to issue bonds with warrants and/or
convertible bonds by the company or
affiliated companies once or several
times in the total amount of up to
€ 1.5 billion, with or without a limited
term, against contributions in cash and
to accept guarantee of such bonds issued
by affiliated companies until May 5, 2015.
Furthermore, the Executive Board is
authorised, subject to Supervisory Board
approval, to grant to bondholders or bond
creditors subscription or conversion
rights relating to no more than a total
of 36,000,000 shares in compliance with
the corresponding conditions of the
bonds. For this purpose, the nominal
capital was conditionally increased by
up to € 36,000,000 (Contingent Capital
2010). The Executive Board is authorised,
subject to Supervisory Board approval,
to exclude shareholders’ subscription
rights for fractional amounts and also
insofar as this is necessary for granting
subscription rights to which holders or
creditors of bonds already issued before
are entitled.
Furthermore, the Executive Board is
authorised, subject to Supervisory Board
approval, to also exclude shareholders’
subscription rights if the issue price of
the bonds is not significantly 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 the limit
of 10% in certain specific cases. This
authorisation has not been utilised so far.
Authorisation of the Executive
Board to cancel shares
The authorisations to repurchase adidas
AG shares arise from §§ 71 et seq. AktG
and, as at the balance sheet date, from
the authorisation granted by the Annual
General Meeting on May 6, 2010.
– Until May 5, 2015, 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 nominal capital at the
date of utilisation of the authorisation) for
any lawful purpose and within the legal
frame. The authorisation may be used by
the company but also by its subsidiaries
or by third parties on account of the
company or its subsidiaries or third
parties assigned by the company or one
of its subsidiaries.
The repurchase will be carried out
via the stock exchange through a public
repurchase offer, through a public
invitation to submit sale offers or through
granting tender rights to shareholders.
Furthermore, the authorisation sets out
the lowest and highest nominal value that
may be granted in each case.