Reebok 2014 Annual Report Download - page 137

Group Management Report – Financial Review
133
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
Contingent Capital
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The nominal capital of the company is conditionally increased by up to € 36,000,000 (Contingent
Capital 2010). The Contingent Capital serves the purpose of granting holders or creditors
of bonds that were issued based on the resolution of the Annual General Meeting on May 6,
2010 subscription or conversion rights relating to no more than a total of 36,000,000 shares in
compliance with the corresponding conditions of the bonds.
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. 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 6,056,447 shares.
Moreover, the authorisation to issue bonds with warrants and/or convertible bonds granted on
May 6, 2010 was cancelled by resolution of the Annual General Meeting on May 8, 2014.
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Furthermore, the nominal capital of the company is conditionally increased by up to € 12,500,000
(Contingent Capital 2014). The Contingent Capital serves the purpose of granting holders or
creditors of bonds that were issued based on the resolution of the Annual General Meeting on
May 8, 2014 subscription or conversion rights relating to no more than a total of 12,500,000
shares in compliance with the corresponding conditions of the bonds. Based on the authorisation
granted by the Annual General Meeting on May 8, 2014, the Executive Board is authorised, subject
to Supervisory Board approval, to issue bonds with warrants and/or convertible bonds in an
aggregate nominal value of up to € 1 billion with or without a limited term, against contributions
in cash once or several times until May 7, 2019, and to guarantee bonds issued by subordinated
Group companies. The Executive Board is also authorised, subject to Supervisory Board approval,
to exclude shareholders’ subscription rights for fractional amounts and to exclude shareholders’
subscription rights insofar as this is necessary for granting subscription rights to which holders or
creditors of previously issued bonds are entitled. Furthermore, the Executive Board is authorised,
subject to Supervisory Board approval, to also exclude shareholders’ subscription rights if the
issue price of the bonds is not significantly below the hypothetical market value of these bonds
and the number of shares to be issued does not exceed 10% of the nominal capital. The issuance
of new shares or the use of treasury shares must be taken into account when calculating the limit
of 10% in certain other specific cases.
The Executive Board has so far not utilised the authorisation to issue bonds with warrants and/or
convertible bonds granted by the Annual General Meeting on May 8, 2014.