Reebok 2014 Annual Report Download - page 135

Group Management Report – Financial Review
131
2014
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03.2
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adidas Group
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2014 Annual Report
Group Business Performance
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Disclosures pursuant to § 315 Section 4 and § 289 Section 4 of the German Commercial Code
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, 2014) 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’). Pursuant to § 4 section 9 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. As at December 31, 2014, adidas AG holds 4,889,142 treasury shares, which however
do not confer any rights to the company in accordance with § 71b German Stock Corporation Act
(Aktiengesetz – AktG).
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 in conjunction with an
internal guideline 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for employees who have access to yet unpublished financial results.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 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.
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.
Executive Board appointment and dismissal
Pursuant to § 6 of the Articles of Association and § 84 AktG, the Supervisory Board is responsible
for determining the exact number of members of the Executive Board, for their appointment
and dismissal as well as for the appointment of the Chief Executive Officer (CEO). The adidas AG
Executive Board, which, as a basic principle, comprises at least two members, currently consists
of the CEO as well as four further members. Executive Board members may be appointed for a
maximum period of five years. Such appointments may be renewed and the terms of office may be
extended, provided that no term exceeds five years.
see Note 25, p. 221
see Our Share, p. 38
see Executive Board, p. 10