ADDITIONAL DISCLOSURES
COMPOSITION OF THE NOMINAL CAPITAL AND SHAREHOLDERS’
CHARTERED RIGHTS
The nominal capital of adidas
AG amounts to € 203,628,960 (as at December 31, 2007) and
is divided into 203,628,960 no-par-value bearer shares
(“shares”). 
see Note 21 Each share is entitled to one vote
at the Annual
General Meeting. We are not aware of any
restrictions
relating to the exercise of voting rights or transfer
of our shares. Additionally, no shareholder has any special
rights conferring powers of control. We have a free float of
100 %. We are not aware of any direct or indirect shareholdings
in the capital of adidas AG exceeding 10 % of the nominal capital.
The remaining notifications with regard to shareholdings
transmitted to us in accordance with § 21 of the German
Securities
Trading Act (Wertpapierhandelsgesetz – WpHG)
in 2007 were below 5.1 % in each case. see Our Share
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
As a rule,
amendments to our Articles of Association require a resolution
passed by the Annual General Meeting. Contrary to § 179
section 2 of the German Stock Corporation Act (Aktiengesetz –
AktG), such resolutions can be passed with a simple majority
and, if a capital majority is required, with a simple capital
majority unless otherwise provided for by our Articles of
Association or mandatory legal regulations. For amendments
relating solely to the wording of our Articles of Association, our
Supervisory Board is authorized to make modifications without
a resolution being passed by the Annual General Meeting.
This authorization includes amendments to the formulation of
§ 4 of our Articles of Association (Stock Capital), e. g. after a
partial
or complete implementation of a capital increase in
accordance with the corresponding utilization of the authorized
or contingent capital.
AUTHORIZATION OF THE EXECUTIVE BOARD TO ISSUE
SHARES
In accordance with our Articles of Association, the
Executive Board is authorized, subject to Supervisory Board
approval, to issue new shares to increase the nominal capital
within the existing authorized capital amounts. As at December 31, 2007, three authorized capital amounts with different
utilization possibilities exist, totaling € 90,312,500. Thus the
Executive Board is authorized to increase the nominal capital:
Until June 19, 2010, by issuing new shares against contributions
in cash once or several times by up to € 64,062,500;
Until June 19, 2008, by issuing new shares against contributions
in cash or in kind once or several times by up to
€ 6,250,000;
Until May 28, 2011, by issuing new shares against contributions
in cash once or several times by up to € 20,000,000.
Shareholders’ subscription rights can be excluded in certain
cases, subject to Supervisory Board approval. see Note 21
Further, the Executive Board has contingent capital at its disposal for the issuance of shares to holders of bonds issued in October 2003. This was resolved upon by the Annual General Meeting held on May 8, 2003. However, issuance of these shares is only permissible to the extent that the bond holders exercise their conversion rights. In the event that conversion rights are exercised, the total number of shares to be issued to this group of persons amounts to 15,684,315 (as at December 31, 2007).
In addition, the Executive Board is authorized, until May 7, 2008,
subject to Supervisory Board approval, to issue additional bonds
with warrants or convertible bonds. These grant subscription
rights or conversion rights for a maximum of 20,313,723 shares,
which may also be serviced from the Contingent Capital 2003. see Note 21.
Based on the resolution of the Annual General Meeting held
on May 11, 2006, and subject to Supervisory Board approval,
the Executive Board is further authorized to issue bonds with
warrants or convertible bonds until May 10, 2011, with shareholders’
subscription rights excluded. The number of shares
to be issued to holders of bonds with warrants or convertible
bonds for the exercise of conversion or subscription rights
amounts to a total of 20,000,000 and is serviced from the
Contingent Capital 2006. see Note 21
Further, based on a resolution passed by the Annual General
Meeting on May 20, 1999, the Executive Board has contingent
capital at its disposal for the issuance of shares to holders
of stock options which were issued to the beneficiaries within
the Management Share Option Plan (MSOP) in the years 1999
to 2003. MSOP beneficiaries are members of the Executive
Board of adidas AG as well as managing directors / senior vice
presidents of its affiliated companies and other executives
of the adidas Group. Shares are issued to MSOP beneficiaries
if they exercise their stock options in accordance with the
option conditions and subject to the attainment of the specified
performance objectives. see Note 32 The total number of
shares that can be issued by the Executive Board to this group
of persons in the event that all stock options are exercised,
and taking into account all forfeited stock options, amounts
to 134,200 no-par-value shares (33,550 stock options) as at
December 31, 2007.
