Adidas 1997 Annual Report Download - page 44

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42
11. Shareholders’ equity By resolution of a meeting of the shareholders on October 20, 1995, the shareholders of the
Company approved the adoption of new Articles of Association for adidas AG. Such new Articles
of Association had the effect of reducing the existing par value of common shares from DM 50 to
DM 5 per share and increasing the authorized and issued share capital and common shares from
DM 147,800,000 to DM 226,746,000 and 2,956,000 shares to 45,349,200 shares, respectively. In
addition, the Articles of Association authorized the Board of Directors through September 1, 2000
to increase the nominal value of the share capital, subject to the approval of the Supervisory
Board, by a maximum amount of:
a) DM 83,700,000 for cash consideration with the right of existing shareholders to subscribe for
the shares;
b) DM 22,600,000 for cash consideration which, with the consent of the Supervisory Board,
shareholders can be excluded from the subscription of shares; and
c) DM 7,000,000 for cash consideration or contribution-in-kind for the purpose of granting the
right to subscribe shares to key management.
At the Shareholders’ Meeting on May 28, 1997 the shareholders resolved the following change of
the Articles of Association with regard to the capital:
The authorization of the Executive Board, subject to Supervisory Board approval, to increase
the stock capital by a maximum amount of DM 7,000,000 against contributions in cash or in
kind for the purpose of granting shares to employees and to members of the Executive Board
of adidas AG and of its affiliates, is cancelled and amended to read as follows:
“The Executive Board shall be entitled for the duration of two years from the date of the
registration of § 4 para. 4 of the Articles of Association with the Commercial Register,
subject to Supervisory Board approval, to increase the stock capital by issuing new
shares against contributions in cash or in kind once or several times by no more than
DM 7,000,000 altogether. The Executive Board may, subject to Supervisory Board
approval, exclude the preemptive rights of the shareholders.”
The Executive Board of adidas AG stated that, for the next two years, it shall refrain from utilizing
DM 7,000,000 of its authorization, namely to increase the stock capital until September 1,
2000, subject to Supervisory Board approval, by issuing new shares against contribution in
cash once or several times, by an aggregate amount of DM 22,600,000.
The amendment of the Articles of Association was sent to the Commercial Register, however has
not yet been registered.