Reebok 2013 Annual Report Download - page 147

adidas Group
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2013 Annual Report
Group Management Report – Financial Review
143
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
On March 14, 2012, following the approval of the Supervisory Board,
the Executive Board issued a convertible bond, excluding shareholders’
subscription rights, thus making partial use of the authorisation granted
by the Annual General Meeting on May 6, 2010. For the issuance of
shares to bondholders, the Contingent Capital 2010 may be utilised.
However, the shares will only be issued insofar as bondholders make
use of their conversion rights. The total number of shares to be issued
to bondholders in case of full conversion currently amounts to up to
6,016,954 shares.
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.
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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 framework. 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:
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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.
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They may be offered and assigned as consideration for the direct or
indirect acquisition of companies, parts of companies or participations
in companies or within the scope of company mergers.
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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.
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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.
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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 Supervisory 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 determine that transactions based on this
authorisation may only be carried out subject to the approval of the
Supervisory Board or one of its committees.
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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 derivatives 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 authorisation). 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 authorisation furthermore sets out the
lowest and highest nominal value that may be granted in each case.
For excluding subscription rights as well as for 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.