Reebok 2011 Annual Report Download - page 203

adidas Group
2011 Annual Report
CONSOLIDATED FINANCIAL STATEMENTS
199
2011
199
2011
04.8 Notes Notes to the Consolidated Statement of Financial Position
The authorised capital of the company, which is set out in § 4 sections
2, 3 and 4 of the Articles of Association as at the balance sheet date,
entitles the Executive Board, subject to Supervisory Board approval, to
increase the nominal capital
until June 21, 2014
– by issuing new shares against contributions in cash once or several
times by no more than € 50,000,000 and, subject to Supervisory Board
approval, to exclude residual amounts from shareholders’ subscrip-
tion rights (Authorised Capital 2009/I);
until July 4, 2014
– by issuing new shares against contributions in kind once or several
times by no more than € 25,000,000 and, subject to Supervisory Board
approval, to exclude shareholders’ subscription rights (Authorised
Capital 2011);
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’ subscrip-
tion 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
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.
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 credi-
tors of option or conversion rights or the persons obligated to exer-
cise 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, exer-
cise their option or conversion rights or, if they are obliged to exer-
cise 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 2011 or in the period beyond the balance sheet date up to and
including February 15, 2012.
Repurchase 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 subsid-
iaries 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 AND § 289 SECTION 4
OF THE GERMAN COMMERCIAL CODE, P. 135
.
The authorisation was not utilised in the year under review and up
to and including February 15, 2012.
Changes in the percentage of voting rights
Pursuant to § 160 section 1 no. 8 AktG, existing shareholdings which
have been notified to the company in accordance with § 21 section
1 or section 1a of the German Securities Trading Act (Wertpapier-
handelsgesetz – WpHG) need to be disclosed.
The following table reflects shareholdings reportable as at
February 15, 2012 which have been notified to the company. The
respective details are taken from the most recent voting rights
notification received by the company. All voting rights notifications
disclosed by the company in the year under review and up to and
including February 15, 2012 are available on the adidas Group website
: WWW.ADIDAS-GROUP.COM/VOTING_RIGHTS_NOTIFICATIONS . The details on the
percentage of shareholdings and voting rights may no longer be
up-to-date.