Reebok 2015 Annual Report Download - page 139

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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
As adidas AG is subject to the regulations of the German Co-Determination Act (Mitbestim-
mungsgesetz – MitbestG), the appointment of Executive Board members and also their dismissal requires
a majority of at least two thirds of the Supervisory Board members (§ 31 MitbestG). If such a majority
is not established in the first vote by the Supervisory Board, the Mediation Committee has to present a
proposal which, however, does not exclude other proposals. The appointment or dismissal is then made
in a second vote with a simple majority of the votes cast by the Supervisory Board members. Should the
required majority not be established in this case either, a third vote, again requiring a simple majority,
must be held in which, however, the Chairman of the Supervisory Board has two votes.
Furthermore, the competent court shall, in urgent cases, make the necessary appointment upon
application by any party involved, if the Executive Board does not have the required number of members
(§ 85 section 1 AktG).
AMENDMENTSTOTHE ARTICLES OF ASSOCIATION
Pursuant to § 179 section 1 sentence 1 AktG, the Articles of Association of adidas AG can, in principle,
only be amended by a resolution passed by the Annual General Meeting. Pursuant to § 21 section 3 of the
Articles of Association in conjunction with § 179 section 2 sentence 2 AktG, the Annual General Meeting of
adidas AG principally resolves upon amendments to the Articles of Association with a simple majority of
the votes cast and with a simple majority of the nominal capital represented when passing the resolution.
If mandatory legal provisions stipulate a larger majority of voting rights or capital, this is applicable. When
it comes to amendments solely relating to the wording, the Supervisory Board is, however, authorised
to make these modifications in accordance with § 179 section 1 sentence 2 AktG in conjunction with
§ 10 section 1 of the Articles of Association.
AUTHORISATIONS OF THE EXECUTIVE BOARD
The authorisations of the Executive Board are regulated by §§ 76 et seq. AktG in conjunction with §§ 7 and 8
of the Articles of Association. The Executive Board is responsible, in particular, for managing the company
and represents the company judicially and extra-judicially.
AUTHORISATION OF THE EXECUTIVE BOARDTO ISSUE SHARES
The authorisation of the Executive Board to issue shares is regulated by § 4 of the Articles of Association
and by statutory provisions:
Authorised Capital
•
Until June 2, 2018, the Executive Board is authorised to increase the nominal capital, subject to
Supervisory Board approval, by issuing new shares against contributions in kind once or several times
by no more than € 25,000,000 altogether (Authorised Capital 2015).
•
Until June 30, 2018, the Executive Board is authorised to increase the nominal capital, subject to
Supervisory Board approval, by issuing new shares against contributions in cash once or several times
by no more than € 50,000,000 altogether (Authorised Capital 2013/I).
•
Until June 30, 2018, the Executive Board is authorised to increase the nominal capital, subject to
Supervisory Board approval, by issuing new shares against contributions in cash once or several times
by no more than € 20,000,000 altogether (Authorised Capital 2013/III).
Subject to Supervisory Board approval, shareholders’ subscription rights may be excluded in certain cases
for each of the above-mentioned authorisations.
Contingent Capital
•
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 up to May 5, 2015 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.
see Note 26, p. 220