AUTHORIZATION OF THE EXECUTIVE BOARD TO REPURCHASE
SHARES
By resolution of the Annual General Meeting held on
May 10, 2007, the Executive Board is authorized to repurchase
treasury shares of up to 10 % of the nominal capital of adidas
AG until November 9, 2008, for any permissible purpose, subject
to statutory restrictions. The repurchased shares together
with any treasury shares which may already be in possession
of adidas AG may not exceed 10 % of the nominal capital at any
time. The shares in particular may:
Subject to Supervisory Board approval, be cancelled or sold
via the stock exchange or via public offer to all shareholders
for cash or sold at a price not significantly below the stock
market price of shares with the same features;
Subject to Supervisory Board approval, be sold for the
acquisition of companies, parts of companies or participations
in companies, as well as industrial property rights or licenses
related to such rights;
Be used to meet subscription rights or conversion rights or
conversion obligations arising from bonds with warrants and /
or convertible bonds issued by adidas AG;
Be used to meet the obligations arising from the MSOP
vis-à-vis the beneficiaries.
As at December 31, 2007, adidas AG did not possess any treasury shares.
EXECUTIVE BOARD APPOINTMENT AND DISMISSAL
Currently,
the adidas AG Executive Board consists of four members. 
see Executive Board In accordance with our Articles of
Association,
the number of members of the Executive Board,
their appointment and dismissal is the responsibility of the
Supervisory
Board. It appoints the members of the Executive
Board for terms of up to five years. Such appointments may be
renewed and the terms of office may be extended, provided
that no term exceeds five years (§§ 84 et seq. AktG) in conjunction
with § 31 of the German Co-Determination Act 1976
[Mitbestimmungsgesetz 1976 – MitbestG 1976]). Pursuant
to our Articles of Association, the Supervisory Board has
appointed
a member of the Executive Board as Chairman of
the Executive Board. If the Executive Board failed to have
the required number of members, a court of law would make
the necessary appointment in accordance with § 85 AktG in
urgent
cases. Revocation of an Executive Board appointment
is possible in accordance with § 84 AktG for good cause, for
instance
gross negligence of duties.
COMPENSATION REPORTING
The basic structure of the compensation
system as well as the total compensation of the
Executive and Supervisory Boards, including individualized
presentation, is described in the Compensation Report. This
Report is deemed to constitute part of the Group Management
Report. see Compensation Report
CHANGE OF CONTROL
adidas AG has not entered into any
material
agreements with third parties on condition of a
change of control following a takeover offer. Certain changes
of control clauses, however, do exist between various subsidiaries
and third parties. Currently, no compensation agreements
exist between adidas AG and members of the Executive
Board or employees relating to the event of a change of control.
NO DONATIONS TO POLITICAL PARTIES
In accordance with our
Code of Conduct, donations to political parties and their affiliates
are not permitted by or in the name of our Group.
