Reebok 2015 Annual Report Download - page 141

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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
•They may be offered and sold as consideration for the acquisition of industrial property rights or intan-
gible property rights or for the acquisition of licences relating to such rights, also through subordinated
Group companies.
•They may be used for purposes of meeting the subscription or conversion rights or obligations or the
company’s right to delivery of shares arising from bonds with warrants and/or convertible bonds issued
by the company or its subordinated Group companies.
•
They may be cancelled without the cancellation, or the execution thereof, requiring an additional
resolution of the Annual General Meeting.
Furthermore, the shares may be assigned to members of the Executive Board as compensation by way of
a stock bonus subject to the provision that resale by the Executive Board members shall only be permitted
following a retention period of at least three years from the date of assignment. Responsibility in this case
lies with the Supervisory Board.
In case of utilisation of shares for the above-mentioned purposes, except for the cancellation of shares,
shareholders’ subscription rights are excluded.
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 March 6, 2015 up to and including June 15, 2015, adidas AG bought back 4,129,627
shares via the stock exchange.
•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.
see Note 26, p. 220