Reebok 2010 Annual Report Download - page 149

Group Management Report – Financial Review Group Business Performance Disclosures pursuant to § 315 Section 4 of the German Commercial Code 145
The adidas AG shares repurchased based
on this authorisation may in particular be
used as follows:
– They may be sold via the stock
exchange, through a public
share purchase offer made to all
shareholders or sold otherwise against
cash (limited to 10% of the nominal
capital taking into account certain
offsets) at a price not significantly
below the stock market price of shares
with the same features.
– They may be offered and assigned
as consideration for the direct or
indirect acquisition of companies,
parts of companies or participations
in companies or within the scope of
company mergers.
– They may be offered and sold 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 for purposes of
meeting the subscription or conversion
rights or obligations or the company’s
right to delivery of shares arising from
bonds with warrants and/or convertible
bonds issued by the company or a direct
or indirect subsidiary of the company
in accordance with an authorisation
granted by the Annual General Meeting.
– They may be cancelled without the
cancellation or the execution thereof
requiring an additional resolution of the
Annual General Meeting.
Furthermore, the shares may be
assigned to members of the Executive
Board as compensation by way of a stock
bonus subject to the provision that resale
by the Executive Board members shall
only be permitted following a retention
period of at least three years from the
date of assignment. Responsibility in this
case lies with the Supervisory Board.
In case of utilisation of shares for the
above-mentioned purposes, except for
the cancellation of shares, shareholders’
subscription rights are excluded.
The Supervisory Board may provide that
transactions based on this author isation
may only be carried out subject to the
approval of the Supervisory Board or one
of its committees.
– In the scope of the authorisation
resolved by the Annual General Meeting
on May 6, 2010, the Executive Board
is furthermore authorised to conduct
the share buyback also by using equity
derivatives which are arranged with a
financial institution in close conformity
with market conditions. adidas AG may
acquire call options issued for physical
delivery and/or sell put options or use
a combination of call and put options
or other equity derivatives if the option
conditions ensure that these shares are
only delivered if they were purchased
in compliance with the equality
principle. All share purchases using the
aforementioned equity derivatives are
limited to a maximum value of 5% of
the nominal capital existing at the date
on which the resolution was adopted by
the Annual General Meeting (or, as the
case may be, a lower amount of nominal
capital at the date of utilisation of the
authorisation). The term of the options
may not exceed 18 months and must
furthermore be chosen in such a way that
the shares are acquired upon the exercise
of the options no later than May 5, 2015.
The authorisation furthermore sets out
the lowest and highest nominal value that
may be granted in each case.
For excluding subscription rights, the
use and cancellation of shares purchased
using equity derivatives, the general
rules adopted by the Annual General
Meeting (set out above) are applicable
accordingly.
As at December 31, 2010, adidas AG does
not hold any treasury shares.
Change of control/compensation
agreements
Material agreements entered into by
adidas AG containing a change-of-control
clause relate to financing agreements.
In the case of a change of control,
these agreements, in accordance with
common practice, entitle the creditor to
termination and early calling-in of any
outstanding amounts.
No compensation agreements exist
between adidas AG and members of the
Executive Board or employees relating to
the event of a take-over bid.