Reebok 2012 Annual Report Download - page 169

adidas Group
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2012 Annual Report
Group Management Report – Financial Review
147
2012
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03.2
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Group Business Performance
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Disclosures pursuant to § 315 Section 4 and § 289 Section 4 of the German Commercial Code
Liabilities and other items up 18%
Liabilities and other items grew 18% to € 3.997 billion at the end of 2012
(2011: € 3.385 billion). The increase primarily results from the issuance
of a convertible bond in an amount of € 500 million.
Cash inflow reflects net income and higher cash and
cash equivalents
adidas AG generated a positive cash flow from operating activities of
€ 665 million compared to € 157 million in the prior year. The positive
cash flow from operating activities was mainly a result of the net income
of € 504 million generated during the period. Net cash outflow from
investment activities was € 128 million (2011: € 132 million). This is
largely attributable to capital expenditure for tangible and intangible
fixed assets of € 83 million. Financing activities resulted in a positive cash
flow of € 128 million (2011: cash outflow of € 323 million). The net cash
inflow from financing activities relates to the issuance of the convertible
bond. This was partly offset by cash outflows for the dividend payment of
€ 209 million and the reduction in bank borrowings of € 163 million. As a
result of all these developments, cash and cash equivalents of adidas AG
increased € 665 million to € 1.048 billion at the end of December 2012
compared to € 383 million at the end of December 2011.
adidas AG has a revolving credit line of € 500 million, which was
unutilised as at the balance sheet date
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SEE TREASURY, P. 141.
adidas AG is able to meet its financial commitments at all times.
Disclosures pursuant to § 315 Section 4
and § 289 Section 4 of the German
Commercial Code
Composition of subscribed capital
The nominal capital of adidas AG amounts to € 209,216,186 (as at
December 31, 2012) and is divided into the same number of registered
no-par-value shares with a pro-rata amount in the nominal capital of
€ 1 each (“shares”). As at December 31, 2012, adidas AG does not hold
any treasury shares
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SEE NOTE 26, P. 221. Pursuant to § 4 section 8 of the
Articles of Association, shareholders’ claims to the issuance of individual
share certificates are, in principle, excluded. Each share grants one vote
at the Annual General Meeting. All shares carry the same rights and
obligations.
In the USA, we have issued American Depositary Receipts (ADRs). ADRs
are deposit certificates of non-US shares that are traded instead of the
original shares on US stock exchanges. Two ADRs equal one share.
Restrictions on voting rights or transfer of shares
We are not aware of any contractual agreements with adidas AG or other
agreements restricting voting rights or the transfer of shares. Based on
the Code of Conduct of adidas AG, however, particular lock-up periods
do exist for members of the Executive Board with regard to the purchase
and sale of adidas AG shares. These lock-up periods are connected with
the publication of quarterly and full year results. Such lock-up periods
also exist for employees who have access to yet unpublished financial
results.
In addition, restrictions of voting rights pursuant, inter alia, to § 136
German Stock Corporation Act (Aktiengesetz – AktG) or for treasury
shares pursuant to § 71b AktG may exist.
Shareholdings in share capital exceeding 10% of
voting rights
We have not been notified of, and are not aware of, any direct or indirect
shareholdings in the share capital of adidas AG exceeding 10% of the
voting rights.
Shares with special rights
There are no shares bearing special rights. In particular, there are no
shares with rights conferring powers of control.
Voting right control if employees have a share
in the capital
Like all other shareholders, employees who hold adidas AG shares
exercise their control rights directly in accordance with statutory
provisions and the Articles of Association.