Reebok 2014 Annual Report Download - page 139

Group Management Report – Financial Review
135
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
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.
In the year under review, the Executive Board partly utilised the authorisation to repurchase treasury
shares. In the period from November 7, 2014 up to and including December 12, 2014, adidas AG
bought back 4,889,142 shares via the stock exchange.
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In the scope of the authorisation resolved by the Annual General Meeting on May 8, 2014, the
Executive Board is furthermore authorised to conduct the share buyback also by using equity
derivatives which are arranged with a credit institution or financial services 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 7, 2019. 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.