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adidas Group
2011 Annual Report
GROUP MANAGEMENT REPORT – FINANCIAL REVIEW
137
2011
03.2 Group Business Performance Disclosures pursuant to § 315 Section 4 and § 289 Section 4 of the German Commercial Code
Authorisation of the Executive Board to
repurchase 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 via the stock exchange will be carried out 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.
The purposes for which adidas AG shares repurchased based on this
authorisation may be used are set out in Item 11 of the Agenda for
the Annual General Meeting held on May 6, 2010. The shares 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 participa-
tions 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.
– 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 Super-
visory 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
authorisation 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 deriva-
tives 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 author-
isation). 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 author-
isation 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 provisions adopted by
the Annual General Meeting (set out above) are applicable accordingly.
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 takeover
bid.