Reebok 2015 Annual Report Download - page 138

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GROUP MANAGEMENT REPORT – FINANCIAL REVIEW
Group Business Performance – Disclosures pursuant to § 315 Section 4 and § 289 Section 4 of the German Commercial Code
DISCLOSURES PURSUANT TO § 315 SECTION 4 AND § 289 SECTION 4
OF THE GERMAN COMMERCIALCODE
COMPOSITION OF SUBSCRIBED CAPITAL
The nominal capital of adidas AG amounts to € 209,216,186 (as at December 31, 2015) and is divided into the
same number of registered no-par-value shares with a pro-rata amount in the nominal capital of € 1 each
(‘shares’). Pursuant to § 4 section 9 of the Articles of Association, shareholders’ claims to the issuance of
individual share certificates are, in principle, excluded. Each share grants one vote at the Annual General
Meeting. All shares carry the same rights and obligations. As at December 31, 2015, adidas AG holds
9,018,769 treasury shares, which however do not confer any rights to the company in accordance with
§ 71b German Stock Corporation Act (Aktiengesetz – AktG).
In the USA, we have issued American Depositary Receipts (ADRs). ADRs are deposit certificates of non-US
shares that are traded instead of the original shares on US stock exchanges. Two ADRs equal one share.
RESTRICTIONS ON VOTING RIGHTS OR TRANSFER OF SHARES
We are not aware of any contractual agreements with adidas AG or other agreements restricting voting
rights or the transfer of shares. Based on the Code of Conduct in conjunction with an internal guideline of
adidas AG, however, particular lock-up periods do exist for members of the Executive Board with regard
to the purchase and sale of adidas AG shares. These lock-up periods are connected with the publication
of quarterly and full year results. Such lock-up periods also exist for employees who have access to yet
unpublished financial results.
In addition, restrictions of voting rights may exist pursuant, inter alia, to § 136 AktG or for treasury shares
pursuant to § 71b AktG as well as due to capital market regulations, in particular pursuant to §§ 21 et seq.
German Securities Trading Act (Wertpapierhandelsgesetz – WpHG).
SHAREHOLDINGS IN SHARE CAPITAL EXCEEDING 10% OF VOTING RIGHTS
We have not been notified of, and are not aware of, any direct or indirect shareholdings in the share capital
of adidas AG exceeding 10% of the voting rights.
SHARES WITH SPECIAL RIGHTS
There are no shares bearing special rights. In particular, there are no shares with rights conferring powers
of control.
VOTING RIGHTCONTROL IF EMPLOYEES HAVE ASHARE IN THE CAPITAL
Like all other shareholders, employees who hold adidas AG shares exercise their control rights directly in
accordance with statutory provisions and the Articles of Association.
EXECUTIVE BOARDAPPOINTMENTAND DISMISSAL
Pursuant to § 6 of the Articles of Association and § 84 AktG, the Supervisory Board is responsible for
determining the exact number of members of the Executive Board, for their appointment and dismissal
as well as for the appointment of the Chief Executive Officer (CEO). The adidas AG Executive Board,
which, as a basic principle, comprises at least two members, currently consists of the CEO as well as four
further members. Executive Board members may be appointed for a maximum period of five years. Such
appointments may be renewed and the terms of office may be extended, provided that no term exceeds
five years.
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.
see Note 26, p. 220
see Our Share, p. 46
see Executive Board, p. 16