Reebok 2015 Annual Report Download - page 226

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4
CONSOLIDATED FINANCIAL STATEMENTS
Notes – Notes to the Consolidated Statement of Financial Position
Contingent Capital 2014
At the balance sheet date, the nominal capital is conditionally increased by up to € 12.5 million divided into
not more than 12,500,000 registered shares (Contingent Capital 2014). The contingent capital increase will
be implemented only to the extent that holders or creditors of option or conversion rights or the persons
obligated to exercise option or conversion duties based on bonds issued by the company or a subordinated
Group company, pursuant to the authorisation of the Executive Board granted by the resolution adopted
by the Annual General Meeting on May 8, 2014 (Agenda Item 7), up to May 7, 2019 and guaranteed by the
company, exercise their option or conversion rights or, if they are obliged to exercise the option or conversion
duties, meet their obligations to exercise the warrant or convert the bond, or to the extent that the company
exercises its rights to choose to deliver shares in the company for the total amount or a part amount instead
of payment of the amount due and insofar as no cash settlement, treasury shares or shares of another
public listed company are used to serve these rights. The new shares will be issued at the respective option
or conversion price to be established in accordance with the aforementioned authorisation resolution. The
new shares will carry dividend rights from the commencement of the financial year in which the shares are
issued. The Executive Board is authorised, subject to Supervisory Board approval, to stipulate any additional
details concerning the implementation of the contingent capital increase.
The Executive Board of adidas AG did not issue shares from the Contingent Capital 2014 in the 2015
financial year or in the period beyond the balance sheet date up to and including February 15, 2016.
Repurchase of adidas AG shares
The Annual General Meeting on May 8, 2014 granted the Executive Board an authorisation to repurchase
treasury shares up to an amount totalling 10% of the nominal capital until May 7, 2019. 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.
Based on the authorisation to repurchase treasury shares granted by the Annual General Meeting on
May 8, 2014, the adidas AG Executive Board commenced a share buyback programme on November 7, 2014.
The repurchased shares may either be cancelled (capital reduction) or else be used to meet obligations
arising from the potential conversion of the company’s € 500 million convertible bond due on June 14, 2019.
Under the granted authorisation, adidas AG repurchased a total of 4,889,142 shares for a total price
of € 299,999,987 (excluding incidental purchasing costs), i.e. for an average price of € 61.36 per share,
in a first tranche between November 7, 2014 and December 12, 2014 inclusive. This corresponded to a
notional amount of € 4,889,142 in the nominal capital and consequently to 2.34% of the nominal capital.
On December 12, 2014, the first tranche of the share buyback programme was concluded.