Reebok 2010 Annual Report Download - page 209

Consolidated Financial Statements Notes Notes to the Consolidated Statement of Financial Position 205
until July 12, 2015
– 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
shareholders’ 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 2010). The authorisation to exclude subscription rights pursuant to
the previous 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 have been issued by the company since May 6, 2010, subject to the exclusion of
subscription rights pursuant to or in accordance with § 186 section 3 sentence 4 AktG on the basis
of an authorised capital or following a repurchase, or for which conversion or subscription rights
or conversion or subscription obligations were granted after May 6, 2010, through the issuance of
convertible bonds and/or bonds with warrants, with subscription rights excluded in accordance
with § 186 section 3 sentence 4 AktG, does not exceed 10% of the nominal capital existing on the
date of the entry of this authorisation into the commercial register or – if this amount is lower – as
of the respective date on which the authorisation is used.
Contingent Capital Contingent Capital
The following description of the Contingent Capital is based on § 4 section 5 of the Articles
of Association of the company as well as on the underlying resolutions of the Annual General
Meeting held on May 6, 2010. Additional contingent capital does not exist.
Contingent Capital 2010
At the balance sheet date, the nominal capital is conditionally increased by up to € 36,000,000
divided into no more than 36,000,000 registered shares (Contingent Capital 2010). The contingent
capital increase will be implemented only to the extent that holders or creditors of option or
conversion rights or the persons obligated to exercise option or conversion duties on bonds issued
by the company or a group company, pursuant to the authorisation of the Executive Board granted
by the resolution adopted by the Annual General Meeting of May 6, 2010 up to May 5, 2015 and
guaranteed by the company, exercise their option or conversion rights or, if they are obliged to
exercise the option or conversion duties, meet their obligations to exercise the warrant or convert
the bond, or to the extent that the company exercises its rights to choose to deliver shares in the
company for the total amount or partially instead of a payment and insofar as no cash settlement,
treasury shares or shares of another public-listed company are used to serve these rights. The
new shares shall be issued at the respective option or conversion price to be established in
accordance with the aforementioned authorisation resolution. The new shares shall carry dividend
rights from the commencement of the financial year in which the shares are issued. The Executive
Board is authorised, subject to Supervisory Board approval, to stipulate any additional details
concerning the implementation of the contingent capital increase.
The Executive Board of adidas AG did not issue any option or conversion rights, or any shares
from the Contingent Capital 2010 in the 2010 financial year or in the period beyond the balance
sheet date up to and including February 15, 2011.
Repurchase of adidas AG sharesRepurchase of adidas AG shares
At the Annual General Meeting on May 6, 2010, the shareholders of the company cancelled the
authorisation to repurchase adidas AG shares granted by the Annual General Meeting on May
7, 2009, which had not been used. At the same time, the Annual General Meeting granted the
Executive Board a new authorisation to repurchase adidas AG shares up to an amount totalling
10% of the nominal capital until May 5, 2015. 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. For further information see Disclosures
pursuant to § 315 Section 4 of the German Commercial Code, p. 143.
The authorisation was not utilised in the year under review and up to and including February
15, 2011.