Adidas 2000 Annual Report Download - page 84

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80
Authorized Capital
Pursuant to § 4 sections 2 to 4 of the Articles of Association of
adidas-Salomon AG, the Executive Board shall be entitled,
subject to Supervisory Board approval, to increase the nominal
capital
until July 26, 2005
• by issuing new shares against contributions in cash once or
several times by no more than c 42,800,000 altogether and,
subject to Supervisory Board approval, to exclude fractional
shares from shareholders’ subscription rights (authorized
capital I); and
• by issuing new shares against contributions in cash once or
several times by no more than c 8,000,000 altogether and,
subject to Supervisory Board approval, to exclude share-
holders’ subscription rights as far as fractional shares are
concerned or when issuing new shares at a value not essen-
tially below stock exchange value (authorized capital II); and
until October 9, 2002
• by issuing new shares against contributions in cash or in
kind once or several times by no more than c 3,579,043.17
altogether and, subject to Supervisory Board approval, to
exclude shareholders’ subscription rights (authorized
capital III).
Contingent Capital
Pursuant to § 4 section 5 of the Articles of Association the
nominal capital shall be increased conditionally by up to
c 3,500,000 through the issue of not more than 1,367,187
no-par-value shares (contingent capital) for the granting of
stock options to members of the Executive Board of adidas-
Salomon AG as well as to Managing Directors/Senior Vice
Presidents of its affiliated companies as well as to further
senior executives and executives of adidas-Salomon AG and
of its affiliated companies.
Distributable Profits and Dividends
Distributable profits to shareholders are determined by reference
to the retained earnings of adidas-Salomon AG calculated
under German Commercial Law.
The dividend for 1999 was DM 1.80 (c 0.92) per share. The
Executive Board of adidas-Salomon AG recommends a dividend
of c 0.92 for 2000, subject to approval of shareholders. The tax
credit for domestic shareholders will be c 0.20 per share for
2000 (1999: DM 0.77 (c 0.39)), which results in a gross dividend
of c 1.12 (1999: DM 2.57 (c 1.31)) per share (see also note 24).
It is proposed accordingly that retained earnings of adidas-
Salomon AG as at December 31, 2000 be appropriated as
follows:
(euros in thousands)
Retained earnings of adidas-Salomon AG
as at December 31, 2000 41,739
Less: dividend of c 0.92 per ordinary share 41,721
Retained earnings carried forward 18