Reebok 2015 Annual Report Download - page 140

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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
On March 14, 2012, following the approval of the Supervisory Board, the Executive Board resolved to
make partial use of the authorisation granted by the Annual General Meeting on May 6, 2010 and issued a
convertible bond, excluding shareholders’ subscription rights, on March 21, 2012. However, the shares will
only be issued insofar as bondholders make use of their conversion rights. The total number of shares to
be issued to bondholders in case of full conversion currently amounts to up to 6,097,243 shares.
Moreover, the authorisation to issue bonds with warrants and/or convertible bonds granted on May 6, 2010
was cancelled by resolution of the Annual General Meeting on May 8, 2014.
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Furthermore, the nominal capital of the company is conditionally increased by up to € 12,500,000
(Contingent Capital 2014). The Contingent Capital serves the purpose of granting holders or creditors
of bonds that were issued based on the resolution of the Annual General Meeting on May 8, 2014
subscription or conversion rights relating to no more than a total of 12,500,000 shares in compliance with
the corresponding conditions of the bonds. Based on the authorisation granted by the Annual General
Meeting on May 8, 2014, the Executive Board is authorised, subject to Supervisory Board approval, to
issue bonds with warrants and/or convertible bonds in an aggregate nominal value of up to € 1 billion
with or without a limited term, against contributions in cash once or several times until May 7, 2019, and
to guarantee bonds issued by subordinated Group companies. The Executive Board is also authorised,
subject to Supervisory Board approval, to exclude shareholders’ subscription rights for fractional
amounts and to exclude shareholders’ subscription rights insofar as this is necessary for granting
subscription rights to which holders or creditors of previously issued bonds are entitled. Furthermore,
the Executive Board is authorised, subject to Supervisory Board approval, to also exclude shareholders’
subscription rights if the issue price of the bonds is not significantly below the hypothetical market value
of these bonds and the number of shares to be issued does not exceed 10% of the nominal capital. The
issuance of new shares or the use of treasury shares must be taken into account when calculating the
limit of 10% in certain other specific cases.
The Executive Board has so far not utilised the authorisation to issue bonds with warrants and/or convertible
bonds granted by the Annual General Meeting on May 8, 2014.
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 the resolution on 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.
•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.