Reebok 2015 Annual Report Download - page 225

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4
CONSOLIDATED FINANCIAL STATEMENTS
Notes – Notes to the Consolidated Statement of Financial Position
until June 2, 2018
•by issuing new shares against contributions in kind once or several times by no more than € 25 million
and, subject to Supervisory Board approval, to exclude shareholders’ subscription rights (Authorised
Capital 2015);
until June 30, 2018
•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 and Convertible Bond
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. 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.
On March 14, 2012, the Executive Board, with the approval of the Supervisory Board, made partial
use of the authorisation of the Annual General Meeting from May 6, 2010, and on March 21, 2012 issued
a convertible bond due on June 14, 2019 in a nominal value of € 500 million via an offer to institutional
investors outside the USA excluding shareholders‘ subscription rights. In principle, the conversion rights
are exercisable between May 21, 2012 and June 5, 2019, subject to lapsed conversion rights as set out
under § 6 section 3 or to the excluded periods as defined by § 6 section 4 of the bond terms and conditions,
and (subject to an adjustment to the conversion rights resulting from the dilution adjustment regulations
set out under § 10 or a change of control in accordance with § 13 of the bond terms and conditions) are
convertible into 6,097,243 shares of the company. The conversion price currently amounts to € 82.00 per
share. The convertible bond bears an interest rate of 0.25% per annum. Bondholders are entitled to demand
early redemption of the bonds as of June 14, 2017. As of July 14, 2017, adidas AG may conduct an early
redemption of the bond, if, on 20 of 30 consecutive trading days, the share price of adidas AG exceeds the
current conversion price of € 82.00 by at least 30%. The bonds are listed on the Open Market segment of
the Frankfurt Stock Exchange.
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.