Reebok 2014 Annual Report Download - page 138

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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
Authorisation of the Executive Board to repurchase shares
The authorisations of the Executive Board 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 8, 2014.
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Until May 7, 2019, 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 subordinated Group companies or by third parties on account of the company or its
subordinated Group companies or third parties assigned by the company or one of its subordinated
Group companies.
The repurchase will be carried out via the stock exchange, through a public invitation to submit
sale offers, through a public repurchase offer, 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 8 of the Agenda for the Annual General Meeting held on May 8, 2014. 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, participations in companies or other economic assets 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
subordinated Group companies.
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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 issued by the company or its subordinated Group companies.
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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.