Reebok 2014 Annual Report Download - page 226

adidas Group
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2014 Annual Report
Consolidated Financial Statements
222
2014
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04.8
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Notes
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Notes to the Consolidated Statement of Financial Position
until June 30, 2018
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by issuing new shares against contributions in cash once or several times by no more than € 20 million and,
subject to Supervisory Board approval, to exclude residual amounts from shareholders’ subscription rights and to
exclude shareholders’ subscription rights when issuing the new shares at a value not essentially below the stock
market price of shares with the same features; this exclusion of subscription rights can also be associated with
the listing of the company’s shares on a foreign stock exchange (Authorised Capital 2013/III). The authorisation to
exclude subscription rights pursuant to the previous sentence may, however, only be used to the extent that the
pro rata amount of the new shares in the nominal capital together with the pro rata amount in the nominal capital
of other shares which have been issued by the company since May 8, 2013, subject to the exclusion of subscription
rights pursuant to or in accordance with § 186 section 3 sentence 4 AktG on the basis of an authorised capital or
following a repurchase, or for which conversion or subscription rights or conversion or subscription obligations
were granted after May 8, 2013, through the issuance of convertible bonds and/or bonds with warrants, with
subscription rights excluded in accordance with § 186 section 3 sentence 4 AktG, does not exceed 10% of the
nominal capital existing on the date of the entry of this authorisation into the commercial register or – if this
amount is lower – as of the respective date on which the authorisation is used.
Contingent Capital
The following description of the Contingent Capital is based on § 4 sections 5 and 6 of the Articles of Association
of the company as well as on the underlying resolutions of the Annual General Meeting held on May 6, 2010 and
May 8, 2014. Additional contingent capital does not exist.
Contingent Capital 2010
At the balance sheet date, the nominal capital is conditionally increased by up to € 36 million divided into not more
than 36,000,000 registered shares (Contingent Capital 2010). The contingent capital increase will be implemented
only to the extent that holders or creditors of option or conversion rights or the persons obligated to exercise
option or conversion duties on bonds issued by the company or a subordinated Group company, pursuant to the
authorisation of the Executive Board granted by the resolution adopted by the Annual General Meeting of May 6,
2010, up to May 5, 2015 and guaranteed by the company, exercise their option or conversion rights or, if they are
obliged to exercise the option or conversion duties, meet their obligations to exercise the warrant or convert the
bond, or to the extent that the company exercises its rights to choose to deliver shares in the company for the
total amount or partially instead of a payment and insofar as no cash settlement, treasury shares or shares of
another public listed company are used to serve these rights. The new shares shall be issued at the respective
option or conversion price to be established in accordance with the aforementioned authorisation resolution.
The new shares shall carry dividend rights from the commencement of the financial year in which the shares
are issued. The Executive Board is authorised, subject to Supervisory Board approval, to stipulate any additional
details concerning the implementation of the contingent capital increase.
The Executive Board of adidas AG did not issue shares from the Contingent Capital 2010 in the 2014 financial
year or in the period beyond the balance sheet date up to and including February 13, 2015.
Contingent Capital 2014
At the balance sheet date, the nominal capital is conditionally increased by up to € 12.5 million divided into
not more than 12,500,000 registered shares (Contingent Capital 2014). The contingent capital increase will be
implemented only to the extent that holders or creditors of option or conversion rights or the persons obligated
to exercise option or conversion duties based on bonds issued by the company or a subordinated Group company,
pursuant to the authorisation of the Executive Board granted by the resolution adopted by the Annual General
Meeting on May 8, 2014 (Agenda Item 7), up to May 7, 2019 and guaranteed by the company, exercise their option
or conversion rights or, if they are obliged to exercise the option or conversion duties, meet their obligations to
exercise the warrant or convert the bond, or to the extent that the company exercises its rights to choose to deliver
shares in the company for the total amount or a part amount instead of payment of the amount due and insofar
as no cash settlement, treasury shares or shares of another public listed company are used to serve these rights.
The new shares will be issued at the respective option or conversion price to be established in accordance with the
aforementioned authorisation resolution. The new shares will carry dividend rights from the commencement of
the financial year in which the shares are issued. The Executive Board is authorised, subject to Supervisory Board
approval, to stipulate any additional details concerning the implementation of the contingent capital increase.
The Executive Board of adidas AG did not issue shares from the Contingent Capital 2014 in the 2014 financial
year or in the period beyond the balance sheet date up to and including February 13, 2015.