Adidas 1999 Annual Report Download - page 64

Download and view the complete annual report

Please find page 64 of the 1999 Adidas annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 94

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94

60
Notes to Consolidated Financial Statements
17. Shareholders’ equity By resolution of the Shareholders’ Meeting held on May 20, 1999, the shareholders
of adidas-Salomon AG approved the conversion of the stock capital into no-par-
value shares and into EURO. Additionally, in order to achieve even EURO amounts per
share, the stock capital of adidas-Salomon AG was increased by EURO 160,563.11
(DM 314,034.15) out of reserves.
Thus, the stock capital now amounts to EURO 116,093,952.00 (DM 227,060,034.14)
and is divided into 45,349,200 no-par-value shares. The theoretical value of each
share thus sums up to EURO 2.56.
The corresponding changes to the Articles of Association were entered into the Com-
mercial Register on August 27, 1999.
Authorized capital:
Pursuant to the current Articles of Association of adidas-Salomon AG, the Executive
Board shall be entitled, subject to Supervisory Board approval, to increase the stock
capital until September 1, 2000:
–by issuing new shares against contributions in cash once or several times by EURO
42,795,130.46 (DM 83,700,000.00) in total. The Executive Board, however, may ex-
clude fractional shares from preemptive rights of shareholders (authorized capital I); and
–by issuing new shares against contributions in cash once or several times by EURO
11,555,196.52 (DM 22,600,000.00) in total and, subject to Supervisory Board
approval, to exclude the preemptive rights of the shareholders, provided that the
new shares are issued at a value not essentially below actual stock exchange value
(authorized capital II); and
–by issuing new shares against contributions in cash or in kind once or several times
by EURO 3,579,043.17 (DM 7,000,000.00) in total, for the purpose of granting
shares or stock options to employees or Executive Board members as well as persons
of the aforementioned kind who are employed by subsidiaries of adidas-Salomon AG.
Preemptive rights of shareholders shall be excluded (authorized capital III).
By resolution of the Shareholders’ Meeting on May 28, 1997 the shareholders approved
the amendment of the authorized capital III as follows:
“ The Executive Board shall be entitled for the duration of two years effective from
the entry of the new § 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 Super-
visory Board approval, exclude the preemptive rights of the shareholders.”
By resolution of the Shareholders’ Meeting on May 20, 1999, the shareholders decided
to convert the above DM 7,000,000 into EURO 3,579,043.17.
However, these two resolutions have not yet been registered with the Commercial
Register due to a pending action for rescission.