Reebok 2013 Annual Report Download - page 145

adidas Group
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2013 Annual Report
Group Management Report – Financial Review
141
2013
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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 down 5%
Liabilities and other items decreased 5% to € 3.812 billion at the end
of 2013 (2012: € 3.997 billion). This decline primarily resulted from a
reduction in accounts payable to affiliated companies.
Cash inflow from operating activities reflects net income
adidas AG generated a positive cash flow from operating activities
of € 89 million (2012: € 665 million). The change versus the prior
year was mainly a result of lower net income and lower payables to
affiliated companies. Net cash outflow from investment activities was
€ 115 million (2012: € 128 million). This is largely attributable to capital
expenditure for tangible and intangible fixed assets of € 116 million.
Financing activities resulted in a cash outflow of € 287 million (2012:
cash inflow of € 128 million). The net cash outflow from financing
activities relates to the dividend payment of € 282 million. As a result
of all these developments, cash and cash equivalents of adidas AG
decreased € 312 million to € 736 million at the end of December 2013
compared to € 1.048 billion at the end of December 2012.
adidas AG has a committed syndicated loan facility of € 500 million,
which was unutilised at year-end 2013
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SEE TREASURY, P. 135.
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, 2013) 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, 2013, adidas AG does not hold
any treasury shares
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SEE NOTE 25, P. 217. 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
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SEE
OUR SHARE, P. 58.
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 may exist pursuant, inter alia,
to § 136 German Stock Corporation Act (Aktiengesetz – AktG) or for
treasury shares pursuant to § 71b AktG as well as due to capital market
regulations, in particular pursuant to §§ 21 et seq. German Securities
Trading Act (Wertpapierhandelsgesetz – WpHG).
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.