Adidas 1998 Annual Report Download - page 54

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52 Notes to Consolidated Financial Statements
15. OTHER NON-CURRENT
Other non-current liabilities include mainly obligations under finance leases. Liabilities
LIABILITIES falling due after more than 5 years totaled DM 21 million (adidas-Salomon group) and
DM 0 million as of December 31, 1998 and 1997, respectively.
16. 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 contri-
butions 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.
Due to pending action of rescission, the amendment of the Articles of Association
has not yet been registered in the Commercial Register and therefore has not yet become
effective.