Reebok 2014 Annual Report Download - page 136

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2014
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03.2
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adidas Group
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2014 Annual Report
Group Management Report – Financial Review
Group Business Performance
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Disclosures pursuant to § 315 Section 4 and § 289 Section 4 of the German Commercial Code
The Supervisory Board may revoke the appointment of an individual as member of the Executive
Board or CEO for good cause, such as gross negligence of duties or a vote of no confidence by the
Annual General Meeting. As adidas AG is subject to the regulations of the German Co-Determination
Act (Mitbestimmungsgesetz – MitbestG), the appointment of Executive Board members and also
their dismissal requires a majority of at least two thirds of the Supervisory Board members
(§ 31 MitbestG). If such a majority is not established in the first vote by the Supervisory Board, the
Mediation Committee has to present a proposal which, however, does not exclude other proposals.
The appointment or dismissal is then made in a second vote with a simple majority of the votes cast
by the Supervisory Board members. Should the required majority not be established in this case
either, a third vote, again requiring a simple majority, must be held in which, however, the Chairman
of the Supervisory Board has two votes.
Furthermore, the Fuerth, Germany, local court shall, pursuant to § 85 section 1 AktG, in urgent
cases, make the necessary appointment upon application by any party involved, if the Executive
Board does not have the required number of members.
Amendments to the Articles of Association
Pursuant to § 179 section 1 sentence 1 AktG, the Articles of Association of adidas AG can, in
principle, only be amended by a resolution passed by the Annual General Meeting. Pursuant to
§ 21 section 3 of the Articles of Association in conjunction with § 179 section 2 sentence 2 AktG,
the Annual General Meeting of adidas AG principally resolves upon amendments to the Articles of
Association with a simple majority of the votes cast and with a simple majority of the nominal capital
represented when passing the resolution. If mandatory legal provisions stipulate a larger majority
of voting rights or capital, this is applicable. When it comes to amendments solely relating to the
wording, the Supervisory Board is, however, authorised to make these modifications in accordance
with § 179 section 1 sentence 2 AktG in conjunction with § 10 section 1 of the Articles of Association.
Authorisations of the Executive Board
The authorisations of the Executive Board are regulated by §§ 76 et seq. AktG in conjunction with
§ 7 of the Articles of Association. The Executive Board is responsible, in particular, for managing the
company and represents the company judicially and extra-judicially.
Authorisation of the Executive Board to issue shares
The authorisation of the Executive Board to issue shares is regulated by § 4 of the Articles of
Association and by statutory provisions:
Authorised Capital
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Until June 30, 2016, the Executive Board is authorised to increase the nominal capital, subject to
Supervisory Board approval, by issuing new shares against contributions in kind once or several
times by no more than € 25,000,000 altogether (Authorised Capital 2013/II).
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Until June 30, 2018, the Executive Board is authorised to increase the nominal capital, subject to
Supervisory Board approval, by issuing new shares against contributions in cash once or several
times by no more than € 50,000,000 altogether (Authorised Capital 2013/I).
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Until June 30, 2018, the Executive Board is authorised to increase the nominal capital, subject to
Supervisory Board approval, by issuing new shares against contributions in cash once or several
times by no more than € 20,000,000 altogether (Authorised Capital 2013/III).
Subject to Supervisory Board approval, shareholders’ subscription rights may be excluded in certain
cases for each of the above-mentioned authorisations. see Note 25, p. 221