agm 2021 - agenda

Presentation of the adopted annual financial statements of adidas AG and the approved consolidated financial statements, the combined Management Report of adidas AG and the adidas Group as of December 31, 2020, the proposal of the Executive Board on the appropriation of retained earnings as well as the Supervisory Board Report for the 2020 financial year

The aforementioned documents also comprise the Compensation Report and the Explanatory Report of the Executive Board on the disclosures pursuant to §§ 289a, 315a German Commercial Code (Handelsgesetzbuch – HGB) in the version applicable for the 2020 financial year as well as the Declaration on Corporate Governance; they are accessible on the Company’s website at www.adidas-group.com/agm. The reports are also available during the Annual General Meeting.

The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Executive Board; the annual financial statements have thus been adopted in accordance with § 172 sentence 1 AktG. Therefore, in accordance with statutory provisions, the Annual General Meeting does not have to pass a resolution on Agenda Item 1.

Resolution on the appropriation of retained earnings

The Executive Board and the Supervisory Board propose to resolve upon the appropriation of retained earnings amounting to EUR 1,165,664,592.89 which were reported in the adopted annual financial statements of adidas AG as at December 31, 2020, as follows:

Payment of a dividend in the amount of EUR 3.00 per no-par-value share on the dividend-entitled nominal capital, i.e. EUR 585,198,180.00 as total dividend and carrying forward the remaining amount of EUR 580,466,412.89 to new account. Pursuant to § 58 section 4 sentence 2 AktG, the entitlement to payment of the dividend shall become due on May 18, 2021.

The proposal on the appropriation of retained earnings takes into account that the 5,350,126 treasury shares held by the Company at the time of preparing the annual financial statements are not entitled to dividend payment in accordance with § 71b AktG. If the number of treasury shares decreases or increases until the Annual General Meeting, the Executive Board and the Supervisory Board will present to the Annual General Meeting a correspondingly adjusted resolution proposal on the appropriation of retained earnings which will include an unchanged dividend of EUR 3.00 per no-par-value share on the dividend-entitled nominal capital and correspondingly adjusted figures of the total dividend and the income carried forward.

Resolution on the ratification of the actions of the Executive Board for the 2020 financial year 

The Executive Board and the Supervisory Board propose to ratify the actions of the Executive Board members in office in the 2020 financial year for this period.

Resolution on the ratification of the actions of the Supervisory Board for the 2020 financial year

The Executive Board and the Supervisory Board propose to ratify the actions of the Supervisory Board members in office in the 2020 financial year for this period.

Supervisory Board Election

At the end of the Annual General Meeting on May 12, 2021, the term of office of Mr. Herbert Kauffmann will expire. Therefore, the Annual General Meeting is required to elect a shareholder representative to the Supervisory Board.

In accordance with § 9 section 1 of the Articles of Association in conjunction with §§ 96 sections 1 and 2, 101 section 1 AktG and § 7 section 1 sentence 2 in conjunction with § 7 section 1 sentence 1 number 2 German Co-Determination Act (Mitbestimmungsgesetz – MitbestG), the Supervisory Board of adidas AG is composed of eight members to be elected by the shareholders and eight members to be elected by the employees and consists of at least 30% women and 30% men. As the Supervisory Board had not objected to an overall fulfillment of the aforementioned quota pursuant to § 96 section 2 sentence 3 AktG before passing the resolution on the election proposal, the minimum quota must be fulfilled by the Supervisory Board overall, with the numbers of male and female members rounded up or down to full numbers (§ 96 section 2 sentences 2 and 4 AktG). Thus, the Supervisory Board of adidas AG must be composed of at least five women and five men. This minimum quota is already fulfilled and will, in any case, still be fulfilled after the election.

The election proposal of the Supervisory Board is based on the recommendation of its Nomination Committee, takes into account the objectives of the Supervisory Board regarding its composition resolved upon by the Supervisory Board in accordance with the German Corporate Governance Code (Code) and is aimed at fulfilling the competency profile for the full Supervisory Board developed by the Supervisory Board. The objectives and the competency profile were resolved upon by the Supervisory Board most recently in October 2020 and are available on the Company’s website www.adidas-group.com/s/bodies.

Moreover, the Supervisory Board has ascertained that the candidate proposed has sufficient time to perform her mandate.

The Supervisory Board proposes to elect to the Supervisory Board as a Supervisory Board member representing the shareholders

Mrs. Jackie Joyner-Kersee

• residing in Ballwin, USA
• CEO, Jackie Joyner-Kersee Foundation and Motivational Speaker

No membership in other statutory supervisory boards in Germany at the date of convocation of the Annual General Meeting

No memberships in comparable domestic and foreign controlling bodies of commercial enterprises at the date of convocation of the Annual General Meeting

for the period from the end of the Annual General Meeting on May 12, 2021 until the end of the Annual General Meeting resolving upon the ratification of the actions of the Supervisory Board for the 2023 financial year. 

In the Supervisory Board’s assessment, Mrs. Joyner-Kersee does not have any personal or business relationships with the Company, its Group companies or the bodies of the Company which an objective shareholder would consider decisive for their voting decision. The Company is not aware of shareholders with a material interest in the Company, with which personal or business relations could exist.

If she is elected, Mrs.Joyner-Kersee is independent in the Supervisory Board’s assessment.

Mrs. Joyner-Kersee agreed in advance to be available as a member of the Supervisory Board. Her résumé is set out under ‘III. Information on Agenda Item 5’ of this invitation and will be available on the Company’s website at www.adidas‑group.com/agm from the day of convocation of the Annual General Meeting.

Resolution on the approval of the compensation system for the members of the Executive Board

In accordance with § 120a section 1 AktG, the Annual General Meeting resolves upon the approval of the compensation system for the members of the Executive Board as presented by the Supervisory Board in case of a material change but in any case no later than once every four years.

Taking into account the provisions of § 87a section 1 AktG, the Supervisory Board, following the recommendation of its General Committee, adopted changes to the compensation system for the members of the Executive Board with effect from January 1, 2021.

This changed compensation system is set out under ‘IV. Information on Agenda Item 6’ and will be presented for approval to the Annual General Meeting.

Therefore, the Supervisory Board proposes to resolve as follows:

The compensation system for the members of the Executive Board set out under ‘IV. Information on Agenda Item 6’ of the convocation shall be approved.

Resolution on the confirmation of the compensation and on the approval of the compensation system for the members of the Supervisory Board

In accordance with § 113 section 3 AktG, the Annual General Meeting must resolve upon the compensation of the members of the Supervisory Board no later than once every four years. The resolution may also confirm the compensation in place. The current Supervisory Board compensation was defined in § 18 of the Articles of Association by resolution of the 2017 Annual General Meeting.

In line with suggestion G.18 sentence 1 of the Code, the Supervisory Board compensation is a purely fixed compensation (plus an attendance fee) and is paid out completely in cash.

The Executive Board and the Supervisory Board deem the amount of the compensation and the specific design of the compensation system for the Supervisory Board appropriate considering the Supervisory Board members’ tasks and the Company’s situation.

The wording of § 18 of the Articles of Association and the provision of § 113 section 3 sentence 3, 87a section 1 sentence 2 AktG are set out under ‘V. Information on Agenda Item 7’.

The Executive Board and the Supervisory Board therefore propose to resolve as follows:

The compensation regulations in place for the members of the Supervisory Board shall be confirmed and the compensation system for the members of the Supervisory Board set out under ‘V. Information on Agenda Item 7’ shall be approved.

Resolution on the amendment of § 4 section 8 sentence 3 of the Articles of Association (Information for registration in the share register)

In line with the new version of § 67 section 1 sentence 1 AktG applicable since September 3, 2020, shareholders are now obligated to submit to the Company their electronic postal addresses. The current version of § 4 section 8 sentence 3 second half sentence of the Company’s Articles of Association only states this as a directory provision and is thus no longer in line with the statutory provision. Consequently, it is to be deleted.                   

The Executive Board and the Supervisory Board therefore propose to resolve as follows:

§ 4 section 8 sentence 3 of the Articles of Association shall be reworded as follows:

‘Shareholders holding registered shares must submit to the Company the data required in accordance with statutory provisions for entry into the share register.’

Resolution on the cancelation of the Authorized Capital 2017/I, on the creation of a new Authorized Capital 2021/I against contributions in cash together with the authorization to exclude subscription rights for residual amounts and on the respective amendment to the Articles of Association

The Executive Board and the Supervisory Board propose to resolve as follows:

a)    The hitherto unused authorization of the Executive Board pursuant to § 4 section 2 of the Articles of Association to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in cash by up to EUR 50,000,000, if necessary while excluding subscription rights for residual amounts (Authorized Capital 2017/I), which was resolved by the 2017 Annual General Meeting for a duration of five years from the entry with the commercial register shall be canceled and § 4 section 2 of the Articles of Association shall be repealed.

b)    A new Authorized Capital in the amount of EUR 50,000,000 shall be created, which shall authorize the Executive Board to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in cash by up to EUR 50,000,000, if necessary while excluding subscription rights for residual amounts (Authorized Capital 2021/I).     

       To this end, § 4 section 2 of the Articles of Association is reworded as follows:

‘2.    The Executive Board shall be authorized for a duration of five years effective from the entry of this authorization with the commercial register, to increase the nominal capital, subject to Supervisory Board approval, by issuing new shares against contributions in cash once or several times by no more than EUR 50,000,000 altogether (Authorized Capital 2021/I). The shareholders may also be granted the statutory subscription right by offering the new shares to one or several credit institutions or other companies as defined by § 186 section 5 sentence 1 AktG or to a group or a syndicate of banks and/or such companies with the obligation to offer them to the shareholders for subscription (indirect subscription right). The Executive Board is authorized, subject to Supervisory Board approval, to exclude residual amounts from the shareholders’ subscription rights.’

c)     The Executive Board is instructed to file the cancelation of the existing Authorized Capital 2017/I in accordance with the above part a) and of § 4 section 2 of the Articles of Association as well as the resolution on the rewording of § 4 section 2 of the Articles of Association in accordance with the above part b) for entry with the commercial register, provided that the entry is made in the aforementioned order and that the cancelation of the existing Authorized Capital 2017/I in accordance with the above part a) only takes place when it is ensured that the rewording of § 4 section 2 of the Articles of Association in accordance with the above part b) is entered directly thereafter.

The Executive Board’s written report on the reasons for which it shall be authorized to exclude shareholders’ subscription rights for residual amounts is set out under ‘II. Reports to the Annual General Meeting on the Agenda Items 9, 10, 12 and 13’.

Resolution on the cancelation of the Authorized Capital 2019 and the Authorized Capital 2017/III, on the creation of a new Authorized Capital 2021/II against contributions in kind and/or cash together with the authorization to exclude subscription rights and on the respective amendment to the Articles of Association

The Executive Board and the Supervisory Board propose to resolve as follows:

a)    The hitherto unused authorization of the Executive Board pursuant to § 4 section 3 of the Articles of Association to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in kind by up to EUR 16,000,000 (Authorized Capital 2019), which was resolved by the 2019 Annual General Meeting for a duration of five years from the entry with the commercial register shall be canceled and § 4 section 3 of the Articles of Association shall be repealed.

b)    The hitherto unused authorization of the Executive Board pursuant to § 4 section 4 of the Articles of Association to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in cash by up to EUR 20,000,000 (Authorized Capital 2017/III), which was resolved by the 2017 Annual General Meeting for a duration of five years from the entry with the commercial register shall be canceled and § 4 section 4 of the Articles of Association shall be repealed.

c)     A new Authorized Capital in the amount of EUR 20,000,000 shall be created, which shall authorize the Executive Board to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in cash and/or kind by up to EUR 20,000,000, if necessary while excluding subscription rights (Authorized Capital 2021/II).

       To this end, § 4 section 3 of the Articles of Association is reworded as follows:

‘3.    The Executive Board shall be authorized for a duration of five years effective from the entry of this authorization with the commercial register, to increase the nominal capital, subject to Supervisory Board approval, by issuing new shares against contributions in cash and/or kind once or several times by no more than EUR 20,000,000 altogether (Authorized Capital 2021/II). The shareholders may also be granted the statutory subscription right by offering the new shares to one or several credit institutions or other companies as defined by § 186 section 5 sentence 1 AktG or to a group or a syndicate of banks and/or such companies with the obligation to offer them to the shareholders for subscription (indirect subscription right). The Executive Board is authorized, subject to Supervisory Board approval, to exclude residual amounts from shareholders’ subscription rights and to wholly or partly exclude shareholders’ subscription rights when issuing shares against contributions in kind. Additionally, the Executive Board may, subject to Supervisory Board approval, exclude shareholders’ subscription rights if the new shares against contributions in kind are issued at a price not significantly below the stock market price of the Company’s shares already quoted on the stock exchange at the point in time when the issue price is ultimately determined, which should be as close as possible to the placement of the shares; this exclusion of subscription rights can also be associated with the listing of the Company’s shares on a foreign stock exchange. The authorization to exclude subscription rights under this authorization, however, may only be used to the extent that the pro-rata amount of the new shares in the nominal capital together with the pro-rata amount in the nominal capital of other shares which have been issued while excluding subscription rights by the Company since May 12, 2021, subject to the exclusion of subscription rights on the basis of an authorized capital or following a repurchase or for which subscription or conversion rights or subscription or conversion obligations have been granted, through the issuance of convertible bonds and/or bonds with warrants, does not exceed 10% of the nominal capital existing on the date of the entry of this authorization with the commercial register or – if this amount is lower – as of the respective date on which the resolution on the utilization of the authorization is adopted. The previous sentence does not apply to the exclusion of subscription rights for residual amounts. The Authorized Capital 2021/II must not be used to issue shares within the scope of compensation or participation programs for Executive Board members or employees or for members of the management bodies or employees of affiliated companies.’

d)    The Executive Board is instructed to file the cancelation of the existing Authorized Capital 2019 and the Authorized Capital 2017/III in accordance with the above part a) and b) and of § 4 section 3 and § 4 section 4 of the Articles of Association as well as the resolution on the rewording of § 4 section 3 of the Articles of Association in accordance with the above part c) for entry with the commercial register, provided that the entry is made in the aforementioned order and that the cancelation of the existing Authorized Capital 2019 and the Authorized Capital 2017/III in accordance with the above part a) and b) only takes place when it is ensured that the rewording of § 4 section 3 of the Articles of Association in accordance with the above part c) is entered directly thereafter.

The Executive Board’s written report on the reasons for which it shall be authorized to exclude shareholders’ subscription rights is set out under ‘II. Reports to the Annual General Meeting on the Agenda Items 9, 10, 12 and 13’.

Resolution on the cancelation of the Authorized Capital 2016 and on the repeal of § 4 section 5 of the Articles of Association

The 2016 Annual General Meeting created the Authorized Capital 2016. The Executive Board was authorized for a duration of five years effective from the entry of this authorization with the commercial register, to increase the Company’s nominal capital, subject to Supervisory Board approval, by issuing up to 4,000,000 new shares against contributions in cash once or several times by no more than EUR 4,000,000 altogether (Authorized Capital 2016). The new shares (employee shares) were only allowed to be issued to (current or former) employees of the Company and its affiliated companies as well as to (current and former) members of management bodies of the Company’s affiliated companies (eligible persons).

The Executive Board has not utilized the authorization which is still valid until June 14, 2021 and does not plan to do so in the foreseeable future. Therefore, the Authorized Capital 2016 is to be canceled and the Articles of Association are to be amended accordingly.

The Executive Board and the Supervisory Board propose to resolve as follows:

a) The hitherto unused authorization of the Executive Board pursuant to § 4 section 5 of the Articles of Association to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in kind by up to EUR 4,000,000 (Authorized Capital 2016), which was resolved by the 2016 Annual General Meeting for a duration of five years from the entry with the commercial register shall be canceled and § 4 section 5 of the Articles of Association shall be repealed.

b) The numbering of the current sections 6 to 9 of § 4 of the Articles of Association shall be adjusted to the effect that the current sections 6 to 9 become sections 4 to 7.

c) The Executive Board is instructed to file the adjustment of the numbering in accordance with the above part b) for entry with the commercial register, provided that the entry is only made after the entry of the resolution on Agenda Item 10.

Resolution on granting the authorization to purchase and use treasury shares pursuant to § 71 section 1 number 8 AktG including the authorization to exclude tender and subscription rights as well as to cancel purchased treasury shares and reduce the capital

In the past, the Company repurchased treasury shares based on the authorization resolved by the 2016 Annual General Meeting (Authorization 2016). The Authorization 2016 will expire on May 11, 2021.

The Executive Board and the Supervisory Board propose to renew the authorization of the Executive Board pursuant to § 71 section 1 number 8 AktG to purchase treasury shares and to use treasury shares purchased based on this or earlier authorizations.

The Executive Board and the Supervisory Board therefore propose to resolve as follows:

1)    The Executive Board shall be authorized, for any lawful purpose and within the legal framework pursuant to the following terms and conditions, to purchase treasury shares up to an amount totalling 10% of the nominal capital existing on May 12, 2021 when the authorization was resolved upon or – if this amount is lower – of the nominal capital existing on the date on which the aforementioned authorization is exercised. The shares purchased based on this authorization together with other shares held by the Company which were already purchased or owned by the Company or which are to be attributed to it, must never exceed 10% of the Company’s nominal capital.

The authorization is valid until the end of May 11, 2026 and may be used by the Company but also by its subordinated Group companies or by third parties on account of the Company or its subordinated Group companies or third parties assigned by the Company or one of its subordinated Group companies, in each case if the statutory requirements, in particular of § 71 section 2 AktG, have been fulfilled.

Subject to the Executive Board’s choice, the purchase will in each individual case be carried out (i) via the stock exchange, (ii) through a public invitation to submit sale offers, (iii) through a public purchase offer, or (iv) through offering tender rights to shareholders.

• In the event of the purchase being carried out via the stock exchange, the consideration per share paid by the Company (excluding incidental purchasing costs) may not be more than 10% higher or lower than the stock market price of the Company’s shares as established in the opening auction of the electronic trading system on the Frankfurt Stock Exchange on the day of entering into the purchase obligation.

• In the event of a public invitation to submit sale offers, the consideration per share paid by the Company (excluding incidental purchasing costs) may not be more than 10% higher or 20% lower than the non-weighted average closing price of the Company’s shares in the electronic trading system on the Frankfurt Stock Exchange on the last three trading days prior to the acceptance of the sale offers.

• In the event of a public sale offer or a purchase by granting tender rights, the consideration per share paid by the Company (excluding incidental purchasing costs) may not be more than 10% higher or 20% lower than the non-weighted average closing price of the Company’s shares in the electronic trading system on the Frankfurt Stock Exchange on the last five trading days prior to the due date. The day of the Executive Board’s final decision on the offer or the granting of tender rights shall be considered the due date.

If there are substantial deviations from the offered purchase/sale price or the threshold values of a potential purchase/sale price range after the publication of a public invitation to submit sale offers, a public purchase offer or after the granting of tender rights, the invitation to submit sale offers, the public purchase offer or the tender rights may be adjusted. In such a case, the relevant amount is determined on the basis of the corresponding price on the last trading day prior to the publication of the adjustment; the 10% or 20% value for exceeding or falling below the price applies to this amount.

The volume of a public invitation to submit sale offers or a public purchase offer may be limited. If the public repurchase offer or a public invitation to submit sales offers is over-subscribed, the repurchase or acceptance must be done on a pro-rata basis in relation to the shares offered in each case and in such cases, subject to the partial exclusion of any potential shareholders' rights of tender. The Company may provide for a preferred purchase or acceptance of smaller numbers of shares of up to 50 tendered shares per shareholder and for a rounding of residual amounts in accordance with general commercial principles only if any potential shareholders' tender rights are partially excluded.

The overall volume of tender rights offered to the shareholders may also be limited. If the shareholders are granted tender rights for the purpose of purchasing shares, these tender rights are allocated to the shareholders in relation to their shareholding and corresponding to the ratio of the Company’s nominal capital to the volume of the shares to be repurchased by the Company. Fractions of tender rights do not have to be allocated; in such cases, any potential partial tender rights shall be excluded.

The Executive Board determines further details of each purchase, in particular of a possible purchase offer or an invitation to submit sale offers. This is also applicable for further details of any tender rights, particularly with regard to the term and, where applicable, their tradability. In this respect, capital market and other statutory limitations and requirements need to be complied with.

2)    The Executive Board is authorized to use the treasury shares purchased under this authorization or earlier authorizations for all lawful purposes, in particular also for the following purposes:

a)    The shares may be sold on the stock exchange or through a public offer to all shareholders in relation to their shareholding quota; in case of an offer to all shareholders, subscription rights for residual amounts are excluded. The shares may also be disposed of otherwise, provided the shares are sold in exchange for a cash payment and at a price that, at the time of the sale, is not significantly below the share price of the Company's shares with the same features. The pro-rata amount of the nominal capital on the shares sold under the above sentence may not exceed 10% of the nominal capital existing on the date on which the resolution on this authorization was adopted by the Annual General Meeting or - if this amount is lower - of the nominal capital existing on the date of the relevant exercise of the present authorization. The prorated amount of the nominal capital attributable to the new shares possibly issued between May 12, 2021 and the sale of the shares based on an authorized capital while excluding shareholders’ subscription rights pursuant to § 203 section 1 in conjunction with § 186 section 3 sentence 4 AktG is attributed to the limit of 10%. Equally, the prorated amount of the nominal capital which is attributable to shares which may be issued due to bonds which are linked with option or conversion rights or option or conversion obligations or the Company’s right to delivery of shares, provided these bonds were issued on the basis of authorizations pursuant to §§ 221 section 4, 186 section 3 sentence 4 AktG between May 12, 2021 and the sale of the shares, shall also be attributed to the limit of 10%.

b)    The shares can be offered and assigned to third parties as (part) consideration for the direct or indirect acquisition of companies, parts of companies or participations in companies or other business assets, especially real estate and rights to real estate or receivables (also from the Company) or within the scope of company mergers.

c)    The shares can be offered and sold as (part) consideration for the assignment or licensing of industrial property rights or intangible property rights in athletes, sports clubs or other persons, as e.g. trademarks, names, emblems, logos and designs, to the Company or one of its subordinated Group companies for purposes of marketing and/or the development of the products of the Group.

d)    The shares may be used for purposes of meeting the option or conversion rights or option or conversion obligations or the Company’s right to delivery of shares arising from bonds with warrants and/or convertible bonds which are or were issued by the Company or a subordinated Group company in accordance with an authorization granted by the Annual General Meeting.

e)    In connection with employee stock purchase plans, the shares may be used in favor of (current and former) employees of the Company and its affiliated companies as well as in favor of (current and former) members of management bodies of the Company’s affiliated companies (‘eligible persons’), whereas the amount of shares used for the purposes of this item e) on the basis of the authorization must not exceed 5% of the nominal capital neither at the point in time when this authorization becomes effective nor at the point in time when the shares are used. Shares used in accordance with the following item 3) based on the authorization shall be attributed to this limit.

f)     The Executive Board shall furthermore be authorized to cancel the treasury shares without such cancelation requiring an additional resolution by the Annual General Meeting. Pursuant to § 237 section 3 number 3 AktG, the cancelation may also be conducted without a capital reduction by increasing the share of the remaining no-par-value shares in the nominal capital of the Company through the cancelation pursuant to § 8 section 3 AktG. Pursuant to § 237 section 3 number 3 second half sentence AktG, the Executive Board shall be authorized to modify the number of shares stated in the Articles of Association accordingly. The cancelation may also be linked to a capital reduction; in this case, the Executive Board shall be authorized to reduce the nominal capital by the pro-rata amount of share capital for which the shares account and the Supervisory Board shall be authorized to modify the number of shares and the nominal capital stated in the Articles of Association.

3)    The Supervisory Board shall be authorized to use the shares purchased by the Company, provided such shares do not have to be used for a different specific purpose and while ensuring that the compensation remains at a reasonable level (§ 87 section 1 AktG), as follows:

They can be assigned to members of the Executive Board of the Company as compensation in the form of a share bonus, subject to the provision that the further assignment of such shares by the respective member of the Executive Board is not permitted within a period of at least four years from the date of assignment (lock-up period) and further subject to the provision that it is not permitted to carry out hedging transactions by which the economic risk for the development of the share price during the lock-up period is partially or completely assigned to third persons. For the assignment of the shares, the respective current share price (based on a short notice average value to be determined by the Supervisory Board) shall be considered. They may also be promised to members of the Executive Board of the Company as compensation in the form of a share bonus. If this is done, the aforementioned provisions shall apply mutatis mutandis and the time of promising replaces the time of the transfer of the shares. Further details shall be determined by the Supervisory Board.

The amount of shares which may be used based on this item 3) may not exceed 5% of the nominal capital, neither at the point in time when this authorization becomes effective nor at the point in time when the shares are used or promised. Shares used in accordance with the above item 2) e) based on the authorization shall be attributed to this limit.

4)    The rights of shareholders to subscribe treasury shares shall be excluded to the extent that such shares are used pursuant to the aforementioned authorizations defined in items 2) a) through e) and 3).

5)    The authorizations to purchase, sell or otherwise use or redeem and cancel treasury shares may be exercised independently, once or several times, either completely or in part. The authorizations also include the use of shares of the Company purchased based on previous authorizations to repurchase treasury shares.

6)    The Supervisory Board may provide that measures of the Executive Board based on these authorizations may only be carried out subject to the approval of the Supervisory Board or one of its committees.

The Executive Board’s written report pursuant to §§ 71 section 1 number 8, 186 section 4 sentence 2 AktG is set out under ‘II. Reports to the Annual General Meeting on Agenda Items 9, 10, 12 and 13‘.

Resolution on granting the authorization to purchase treasury shares via multilateral trading facilities and to use equity derivatives in connection with the purchase of treasury shares pursuant to § 71 section 1 number 8 AktG as well as to exclude shareholders’ tender and subscription rights

In connection with the Authorization 2016, the Executive Board was also authorized to purchase treasury shares using equity derivatives under Agenda Item 10 of the 2016 Annual General Meeting. This authorization, too, is only valid until May 11, 2021 and shall be renewed.

In addition to the authorization proposed for resolution under Agenda Item 12 regarding the purchase of treasury shares pursuant to § 71 section 1 number 8 AktG, the Company shall therefore once again be authorized to purchase treasury shares by using equity derivatives. In this way, the total volume of shares that may be purchased shall not be increased; rather, further alternatives to purchase treasury shares will be available.

In addition to the authorization proposed for resolution under Agenda Item 12 regarding the acquisition of treasury shares pursuant to § 71 section 1 number 8 AktG, the Company shall also be authorized to acquire treasury shares using a multilateral trading facility within the meaning of § 2 section 6 Stock Exchange Act (Börsengesetz).

The Executive Board and the Supervisory Board therefore propose to resolve as follows:

1)    In addition to the authorization proposed for resolution to the Annual General Meeting on May 12, 2021 under Agenda Item 12 regarding the purchase of treasury shares pursuant to § 71 section 1 number 8 AktG, the purchase of shares of the Company may, apart from the ways described there, also be conducted via a multilateral trading facility within the meaning of § 2 section 6 Stock Exchange Act (MTF) and with the use of equity derivatives as set out in the following.

The Executive Board shall be authorized (i) to acquire options which entitle the Company to purchase shares of the Company upon the exercise of the options (call options) and (ii) to sell options which require the Company to purchase shares of the Company upon the exercise of the options by the option holders (put options). In addition, the purchase may be carried out by using a combination of call and put options as well as by using other equity derivatives.

These authorizations shall be valid until the end of May 11, 2026.

The authorizations may be used by the Company but also by its subordinated group companies or by third parties on account of the Company or its subordinated group companies or third parties assigned by the Company or one of its subordinated group companies.

The shares purchased by exercising these authorizations shall be attributed to the purchase limit of the authorization proposed to this Annual General Meeting under Agenda Item 12. Moreover, shares may only be purchased based on this authorization if the volume of the authorization proposed under Agenda Item 12 has not been exhausted.

Furthermore, all share purchases based on call or put options, a combination of call and put options or on other equity derivatives are limited to a maximum volume of 5% of the nominal capital existing on the date on which the resolution is adopted by the Annual General Meeting or – if this amount is lower – of the nominal capital existing on the date on which the aforementioned authorization is exercised.

2)    In the event that shares of the Company are purchased via an MTF, the consideration per share paid by the Company (excluding incidental purchasing costs) may not be more than 10% higher or lower than the share price of the Company’s shares as established in the opening auction of the electronic trading system on the Frankfurt Stock Exchange on the day of entering into the purchase obligation.

3)    The options must be concluded with one or more credit or financial service institutions, one or more companies acting in accordance with § 53 section 1 sentence 1 or § 53b section 1 sentence 1 or section 7 of the German Banking Act or by a group or a syndicate of such institutions or companies, whereas each of these institutions or companies must have experience with complex capital market transactions. They have to be set up in a way to ensure that the options are only serviced with shares which were purchased under observance of the principle of non-discrimination of shareholders. The purchase of shares on the stock exchange satisfies this requirement. The terms of the options may not exceed 18 months and must be chosen in such a way that the shares are purchased upon the exercise of the options no later than May 11, 2026. The purchase or sales price paid or received by the Company for call or put options or for a combination of call and put options shall not be substantially above or below the theoretical market value of the respective options calculated in accordance with recognized financial calculation methods.

4)    The nominal value for the purchase of one share based on the exercise of a put option, consisting of the purchase price/exercise price of the share (excluding incidental purchasing costs but considering the received option premium) agreed in the option and paid when exercising the put option may not be more than 10% higher or 10% lower than the average share price for the Company’s shares as established in the opening auction of the electronic trading system on the Frankfurt Stock Exchange on the day of the respective option transaction. The nominal value for the purchase of one share based on the exercise of a call option, consisting of the purchase price/exercise price of the share agreed in the option and paid when exercising the call option may not be more than 10% higher or 10% lower than the average share price for the Company’s shares as established in the closing auctions of the electronic trading system on the Frankfurt Stock Exchange on the three trading days prior to the exercise of the call option.

5)    Furthermore, an agreement with one or more credit or financial service institution(s) and/or such other equal companies indicated under section 2) may be concluded so that they deliver shares of a certain number or equivalent to a specific euro amount within a specific period of time, all having been agreed in advance, to the Company. The price at which the Company purchases treasury shares has to show a reduction from the arithmetic mean of the volume-weighted average share price of the shares in the electronic trading system on the Frankfurt Stock Exchange calculated on the basis of a specific number of trading days determined in advance. The price of the share may not be more than 10% below the aforementioned average. In addition, the credit or financial service institution(s) and/or such equal companies outlined in section 2) must undertake to buy the shares to be delivered at the stock exchange at a price within the margin which would apply if the Company directly purchased shares at the stock exchange.

6)    In the event that treasury shares are purchased via an MTF or using equity derivatives in accordance with the aforementioned rules, shareholders have no right to conclude such option transactions or other equity derivatives with the Company. Furthermore, any tender rights of shareholders are excluded.

7)    For the use of treasury shares acquired via an MTF or using equity derivatives, the provisions set out in sections 2), 3) and 5) of the resolution proposed to the Annual General Meeting on May 12, 2021 under Agenda Item 12 shall apply mutatis mutandis. Shareholders’ subscription rights to treasury shares shall be excluded to the extent that such shares are used in accordance with the authorizations under items 2) a) through e) and 3) of the resolution proposed under Agenda Item 12.

8)    The Supervisory Board may provide that measures based on these authorizations may only be carried out subject to the approval of the Supervisory Board or one of its committees.

The Executive Board’s written report pursuant to §§ 71 section 1 number 8, 186 section 4 sentence 2 AktG is set out under ‘II. Reports to the Annual General Meeting on Agenda Items 9, 10, 12 and 13’.

Appointment of the auditor and Group auditor for the 2021 financial year as well as of the auditor for a possible audit review of the first half year financial report for the 2021 financial year

Based on the recommendation by the Supervisory Board’s Audit Committee, the Supervisory Board proposes to resolve as follows:

KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, shall be appointed as auditor and Group auditor for the 2021 financial year and as auditor for a possible audit review of the first half year financial report for the 2021 financial year.

The Audit Committee declared that its recommendation is free from influence by a third party in accordance with Article 16 section 2 subsection 3 of the EU Regulation No. 537/2014 of April 16, 2014 and that no clause of the kind referred to in Article 16 section 6 of the Regulation has been imposed upon it.

Report of the Executive Board on Agenda Item 9 pursuant to §§ 203 section 2 sentence 2, 186 section 4 sentence 2 AktG

Under Agenda Item 9, the Executive Board and the Supervisory Board propose canceling the authorization pursuant to § 4 section 2 of the Articles of Association to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in cash by up to EUR 50,000,000 (Authorized Capital 2017/I) as well as replacing it by a new Authorized Capital against contributions in cash again in the amount of EUR 50,000,000 for a duration of five years by way of an amendment to the Articles of Association, which substantially corresponds to the current authorization (Authorized Capital 2021/I).

Pursuant to §§ 203 section 2 sentence 2, 186 section 4 sentence 2 AktG, the Executive Board gives a written report on the authorization to exclude residual amounts from subscription rights. This report is published in full hereafter:

If the management makes use of the authorization to increase the capital, it has to offer such new shares to the shareholders for direct subscription or indirect subscription through one or several credit institutions and/or other companies of equal status in accordance with § 186 section 5 sentence 1 AktG. Subject to Supervisory Board approval, such subscription rights may however be excluded for residual amounts in order to achieve practicable subscription ratios. Without an exclusion of subscription rights for any residual amounts, a capital increase, especially by a round amount or to a round amount, with a practicable subscription ratio would be impossible under certain circumstances. The new fractional shares thus excluded from subscription rights of shareholders shall either be sold on the stock exchange or used in any other manner most favorable for the Company.

The issue price, or in case of the indirect subscription right the subscription rate, will be fixed in due time in such a way that the interests of the shareholders and the Company will be protected appropriately while considering the corresponding capital market situation.

The Executive Board will carefully review whether a utilization of the Authorized Capital 2021/I and the exclusion of shareholders’ subscription rights is in the best interest of the Company and its shareholders. The Executive Board will report a possible utilization of the Authorized Capital 2021/I to the Annual General Meeting.

Report of the Executive Board on Agenda Item 10 pursuant to §§ 203 section 2 sentence 2, 186 section 4 sentence 2 AktG

Under Agenda Item 10, the Executive Board and the Supervisory Board propose canceling the authorizations pursuant to § 4 section 3 of the Articles of Association to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in kind, if required while excluding subscription rights, by up to EUR 16,000,000 (Authorized Capital 2019) and the authorization pursuant to § 4 section 4 of the Articles of Association to increase the nominal capital, subject to Supervisory Board approval, through the issuance of new shares against contributions in cash, if required while excluding subscription rights, by up to EUR 20,000,000 (Authorized Capital 2017/III), as well as replacing it by a new Authorized Capital in the amount of EUR 20,000,000 against contributions in cash and/or kind, if required while excluding subscription rights, for a duration of five years (Authorized Capital 2021/II).

Pursuant to §§ 203 section 2 sentence 2, 186 section 4 sentence 2 AktG, the Executive Board issues a written report on the authorization to exclude subscription rights under certain conditions, which is published in full hereafter:

The proposed authorization provides the possibility of excluding subscription rights for residual amounts if shares are issued against contributions in kind and, in accordance with § 186 section 3 sentence 4 AktG, to exclude subscription rights if the new shares are issued against contributions in cash at a price not significantly below the stock market price of the shares already quoted on the stock exchange.

1)    The authorization to exclude subscription rights for residual amounts serves the purpose of attaining practicable subscription ratios when issuing new shares, while observing the statutory subscription rights of shareholders. Without an exclusion of subscription rights for any residual amounts, a capital increase, especially by a round amount or to a round amount, with a practicable subscription ratio would be impossible under certain circumstances. The new fractional shares thus excluded from subscription rights of shareholders shall either be sold on the stock exchange or used in any other manner most favorable for the Company.

2)    The authorization to exclude subscription rights of shareholders when issuing the new shares at a price not significantly below the stock market price of the shares already quoted on the stock exchange puts the management in the position to take advantage of opportunities to place new shares, arising on the basis of the respective stock market situation, quickly, flexibly as well as economically, i.e. without the time- and money-consuming exercise of subscription rights. The Company can, in particular, place the shares at the respective stock exchange value, i.e. without the deduction required in case of preservation of the subscription rights. § 186 section 2 AktG provides the possibility, in case of a preservation of the subscription rights, to disclose only the basic details for the determination of the issue price, when publishing the subscription period, rather than the concrete issue price. However, ultimately, even in such a case, the Company cannot expect the most successful placement possible because the issue price must be made public no later than three days prior to expiry of the subscription period. Furthermore, when subscription rights are granted, the successful placement with third parties is jeopardized or is associated with considerably more efforts due to uncertainty connected with the exercise of such subscription rights (subscription behaviour). Therefore, by means of the authorization to exclude subscription rights, the best possible strengthening of equity capital in the interest of the Company and all shareholders can be achieved.

What is more, the Company is enabled to win additional new groups of shareholders in Germany and abroad. In this context, the authorization shall also include the possibility to place the shares in connection with the listing on a foreign stock exchange (secondary listing). This is regularly only possible if the shares are not offered to shareholders for subscription. Finally, the Company is given the possibility of quickly and flexibly taking advantage of market opportunities arising in the Company’s areas of business and to meet capital requirements arising in this context on a very short-term basis, if necessary.

The issue price and, in case of contributions in cash, the income thus accrued by the Company for the new shares will be based on the stock market price of the shares already quoted on the stock exchange and shall not be significantly below that price. This ensures that a dilution for the shareholders can be avoided to the greatest extent possible: In view of the liquid market for shares of the Company and the limitation of the volume available for the capital increase to less than 10% of the nominal capital, the shareholders interested in maintaining their shareholding quota can purchase the respective number of shares of the Company on the stock exchange at any time. The statutory subscription right is thus economically and practically worthless and redundant.

It is thereby ensured that, in compliance with the legal evaluation of § 186 section 3 sentence 4 AktG, the property interests as well as voting interests of the shareholders are protected appropriately in the event of a utilization of the Authorized Capital with subscription rights excluded, while the Company, in the interest of all shareholders, is given further capacities to act.

3)    The authorization for the issuance of new shares includes the Executive Board’s authorization, subject to Supervisory Board approval, to exclude the statutory subscription rights of shareholders if a contribution in kind is made as consideration for the shares.

In this respect, the authorization to exclude subscription rights serves the following purpose:

       a)  The Executive Board and Supervisory Board shall have the possibility to have authorized capital at their disposal for issuing shares as (part) consideration for mergers or for the acquisition of participations, companies or parts of companies as contribution in kind. If necessary, such participations, companies or parts of companies may also be contributed to a subordinated Group company of the Company or within the scope of a company merger with a subordinated Group company.

The price at which the new shares will be issued for this purpose shall depend on the respective circumstances of the individual case and on the specific date. When setting the price, the Executive Board and the Supervisory Board shall be guided by the best interests of the Company and, if possible, be in line with the stock market price.

Historically, the Executive Board has continuously reviewed opportunities for the Company to acquire companies, parts of companies or participations in companies which are involved in the business of producing and selling sports or leisure goods or are otherwise involved in the business of the Company. The acquisition of such participations, companies or parts of companies in exchange for shares is in the Company’s best interest if the acquisition solidifies or strengthens the respective market position of the adidas Group or allows for or facilitates the access to new business sectors.

In order to be able to quickly and flexibly react to any interest of a seller or of the Company in a payment in the form of shares of the Company for such acquisitions, the Executive Board must – to the extent that repurchased treasury shares cannot or shall not be used – have the authority, subject to Supervisory Board approval, to issue new shares of the Company while excluding shareholders’ subscription rights. Since the shares shall be issued at a price that is, if possible, based on the stock market price, interested shareholders will have an opportunity, at about the same time as the Company’s new shares are issued for the aforementioned purposes while excluding subscription rights, to purchase additional shares on the stock exchange at the stock market price and thus to a large extent with a comparable valuation.

       b)  The proposed authorization shall also provide the Executive Board and Supervisory Board with the opportunity to use the Authorized Capital to issue shares as (part) consideration for the transfer of industrial property rights or intangible property rights of athletes, sports clubs and other persons, such as patents, trademarks, names, emblems, logos and designs, to the Company or one of its subordinated Group companies for purposes of developing, manufacturing and marketing the products and services of the adidas Group. In addition, the new shares shall serve as (part) consideration for the direct or indirect acquisition of (possibly time-limited) rights of use (licences) in such rights by the Company or one of its subordinated Group companies.

In the event that athletes, sports clubs or other persons holding or exploiting rights in such industrial property rights or intangible property rights are prepared to transfer or license such rights only in exchange for the granting of shares or, in the case of cash payments, only at noticeably higher prices, or the granting of shares is in the interest of the Company for other reasons, the Company has to be in a position to react to such a situation in an appropriate way. Such may be the case, for example, if the Executive Board negotiates with a sports club in Germany or abroad on a sponsoring agreement, which is intended to permit the Company to exploit the known names, emblems and logos of this club under a license in order to help market the products of the adidas Group.

Furthermore, the Executive Board considers it possible, for instance, that there will be opportunities for the Company, in exchange for shares of the Company, to directly or indirectly acquire patents or licenses for patent rights, the exploitation of which will be in the Company’s best interest for the products that the adidas Group currently has, is currently developing or planning to develop in the future.

The valuation of the industrial/intangible property rights or the licenses for such rights to be acquired by the Company directly or indirectly shall be carried out in accordance with market-oriented principles, if necessary, on the basis of an expert valuation. The valuation of the shares to be granted by the Company shall be conducted taking the share price into consideration. Shareholders who wish to maintain their shareholding quota in the Company may therefore do so through acquiring further shares through the stock exchange at an essentially comparable valuation.

The granting of shares in the aforementioned cases will be in the best interest of the Company and can justify an exclusion of subscription rights if the use and exploitation of the industrial/intangible property rights or the licenses based thereon promises advantages for the Company in the marketing and promotion of products and services and/or development of its products and a purchase of such rights in return for cash is not possible or is not possible at reasonable conditions. It is also conceivable that the granted consideration will consist of shares as well as cash (e.g. royalties) and/or other types of consideration.

       c)  Moreover, the proposed authorization shall enable the Executive Board and Supervisory Board to also use the Authorized Capital for the issuance of shares as (part) consideration for the contribution of other business assets eligible for serving as contributions in kind, especially real estate and rights to real estate or receivables (also from the Company or subordinated group companies). The granting of shares in the aforementioned cases will be in the best interest of the Company if the business assets contributed as contributions in kind are useful for the Company’s business or promises advantages for the financial position, assets or liabilities and profit or loss of the Company and if a purchase in return for cash is not possible or is not possible at reasonable conditions or does not promise any comparable economic advantage.

Instead of the contributions in kind set out in the above parts 3) a) through c), also the obligation to transfer the assets to the Company as contribution in kind can be contributed insofar as the contribution is to be made within five years from the resolution on the implementation of the capital increase.

The authorization to exclude subscription rights as described above under 2) and 3) is limited to shares with a pro-rata amount not exceeding 10% of the nominal capital. Also the issuance of other shares or rights granting subscription rights which were issued excluding shareholders’ subscription rights pursuant to § 186 section 3 sentence 4 AktG, shall be calculated toward such 10%-limit. Overall, it is not possible to issue or grant more shares than a total of 10% of the respective nominal capital from the proposed Authorized Capital, any other possible amounts of authorized capital, following a repurchase or from conversion or subscription rights or conversion or subscription obligations deriving from bonds, while excluding subscription rights pursuant to or in accordance with § 186 section 3 sentence 4 AktG (i.e. with the proviso that the shares or the respective bonds are issued against compensation in cash and not significantly below the stock market price/market value), except for the Annual General Meeting resolving upon according new authorizations.

The Authorized Capital 2021/II must not be used to issue shares within the scope of compensation or participation programs for Executive Board members or employees or for members of the management bodies or employees of affiliated companies.

In each individual case, the Executive Board will carefully assess and decide with the Supervisory Board’s approval whether the utilization of the Authorized Capital 2021/II and the respective exclusion of shareholders’ subscription rights are in the Company’s and shareholders’ interest, taking into account the Company’s interests in the specific transaction, the necessity of the granting of shares and the evaluation. The Executive Board will report a possible utilization of the Authorized Capital 2021/II to the Annual General Meeting.

Report of the Executive Board on Agenda Item 12 pursuant to §§ 71 section 1 number 8, 186 section 4 sentence 2 AktG

Under Agenda Item 12, the Executive Board and Supervisory Board propose that the Company be authorized pursuant to § 71 section 1 number 8 AktG and in accordance with customary corporate practices to purchase treasury shares up to a total of 10% of the nominal capital existing at the time of the adoption of the resolution on May 12, 2021 or – if this amount is lower – of the nominal capital existing on the date on which the aforementioned authorization is exercised.

The Executive Board gives a written report on this topic in accordance with §§ 71 section 1 number 8, 186 section 4 sentence 2 AktG, which is published in full hereafter:

The authorization for the purchase of treasury shares adopted by the Annual General Meeting of May 12, 2016 (Authorization 2016) is only valid until May 11, 2021.

In order to enable the Company once again to take advantage of the scope of action under the authorization to purchase treasury shares, the authorization to purchase and use treasury shares shall be renewed.

The authorization to use treasury shares shall comprise both treasury shares which will still be purchased based on the newly granted authorization and treasury shares which were purchased based on earlier authorizations.

The Supervisory Board may provide that measures based on these authorizations may only be carried out subject to the approval of the Supervisory Board or one of its committees.

1)    When purchasing treasury shares, the principle of non-discrimination under § 53a AktG must be observed. The proposed purchase of shares either via the stock exchange, through a public purchase offer, through a public invitation to submit sale offers or the issuance of tender rights to shareholders adheres to this principle.

If the public offer or public invitation to submit sale offers is over-subscribed, i.e. overall more shares were offered to the Company for purchase than the Company is to buy, sale offers must be accepted on a pro-rata basis. In such a case, the ratio of the number of shares offered by individual shareholders is decisive. It is not relevant how many shares a shareholder who offers shares for sale holds in total. Only the offered shares are for sale. In addition, a verification of the entire number of shares of individual shareholders is not practicable. Any rights of tender held by shareholders are partially excluded in such cases. In such a case, the Company may provide for a preferred acceptance of smaller amounts of shares of up to 50 tendered shares per shareholder as well as a rounding of residual amounts in accordance with general commercial principles. These prospects are intended to avoid any fractional amounts when establishing the percentages to be purchased and any remaining amounts and therefore serve to facilitate and simplify the technical settlement. Any tender rights of shareholders are therefore also partially excluded in this case.

2)    Under the proposed authorization, treasury shares purchased by the Company may either be canceled or resold through a public offer made to all shareholders in relation to their shareholding quota or through transactions on the stock exchange. In each case of the three aforementioned possibilities of disposal, the shareholders’ right of non-discrimination will be respected.

In the following cases, however, the Company shall have the possibility of excluding the subscription rights of shareholders or the subscription rights are necessarily excluded in accordance with §§ 71 section 1 number 8, 186 section 3 AktG:

       a)  Firstly, the Executive Board is authorized to exclude residual amounts from the subscription rights in case of an offer to all shareholders in order to achieve an even subscription ratio. Without the exclusion of the subscription right regarding possible residual amounts, the technical settlement of the sale and the exercise of the subscription rights would be hindered considerably. The new fractional shares thus excluded from subscription rights of shareholders shall either be sold on the stock exchange or used in any other manner most favorable for the Company.

       b)  Furthermore, in compliance with the statutory regulation set forth in § 71 section 1 number 8 AktG, the proposed authorization provides that the Executive Board may sell the purchased treasury shares if the purchased treasury shares are sold in exchange for a cash payment in accordance with § 186 section 3 sentence 4 AktG at a price that, at the date of sale, is not significantly below the share price for the Company’s shares with the same features. The date of sale shall be considered the date of entering into the assignment agreement, even if this assignment agreement is still subject to the fulfillment of certain conditions. If the assignment is not preceded by a particular assignment agreement, the date of sale shall be the date of the assignment itself. This shall apply if the assignment agreement specifies the date of assignment as relevant date. The final sales price for treasury shares shall be established shortly before the sale of the treasury shares. This possibility of selling treasury shares is limited to 10% of the nominal capital, taking into account the calculations stipulated in the proposed resolution.

The prospect of selling treasury shares as described above is in the best interest of the Company and the shareholders since the sale of shares to, for instance, institutional investors can attract additional domestic and foreign shareholders. In addition, the Company will be in a position to restructure its own equity capital to meet its respective business needs and to react quickly and in a flexible manner to a more favorable stock market environment. The property interests and voting rights interests of the shareholders will be respected. In view of the small volume of a maximum of 10% of the nominal capital, the shareholders will not suffer any detriment since the shares sold subject to the exclusion of the shareholders’ subscription rights may be sold only at a price, which - at the date of the sale - is not significantly below the share price for the Company’s shares with the same features. Interested shareholders may, on approximately the same terms and conditions, purchase on the stock exchange the number of shares required to maintain their respective shareholding quota.

       c) The Company shall also be able to offer its treasury shares as consideration in connection with mergers and the acquisition (also indirectly) of companies, parts of companies or participations. The proposed authorization shall further enable the Company to also use treasury shares as consideration for the contribution of other business assets, especially real estate and rights to real estate or receivables (also from the Company) (for the purchase of industrial/intangible property rights see d) below).

The price at which treasury shares are used in any such case will depend on the corresponding timing and respective circumstances of the individual case. When setting the price, the Executive Board and the Supervisory Board shall act in the best interests of the Company and, to the extent possible, in line with the share price.

As in the past, the Executive Board has continuously reviewed opportunities for the Company to acquire companies, parts of companies or participations in companies which are involved in the business of producing and selling sporting or leisure goods or are otherwise involved in the business of the Company. The purchase of such participations, companies or parts of companies by the Company or a subordinated Group company is in the Company’s best interest if the purchase expectedly solidifies or strengthens the market position of the Group or allows for or facilitates the access to new business sectors. The granting of shares in the other cases of acquisition of other business assets will be in the best interest of the Company if the business assets acquired are useful for the Company’s business or promise advantages for the financial position, assets or liabilities and profit or loss of the Company and if an acquisition in return for cash is not possible or is not possible at reasonable conditions.

In order to be able to react quickly and in a flexible manner to a legitimate interest of a seller or of the Company in a (part) payment in the form of shares of the Company for such acquisitions, the Executive Board must – to the extent that authorized capital cannot or should not be used – have the authority to grant treasury shares of the Company while excluding shareholders’ subscription rights. Since the volume of treasury shares will be limited and the shares shall be issued at a price that is based on the share price, to the extent possible, interested shareholders will have the opportunity, at about the same time as treasury shares are sold for the aforementioned purposes of acquiring companies, parts of companies or participations or otherwise and the shareholders’ subscription rights are excluded, to purchase additional shares on the stock exchange to largely comparable terms and conditions.

Based on the aforementioned considerations, the Executive Board believes that the proposed authorization to utilize treasury shares is in the best interest of the Company, which can in any individual case justify the exclusion of the shareholders’ subscription rights. The Executive Board must decide upon the use of treasury shares with the exclusion of subscription rights in each individual case, taking into consideration the Company’s best interests in the specific transaction, the actual necessity of the (partial) granting of shares and the evaluation of the share and the consideration.

There are currently no specific plans to use treasury shares for this purpose. However, the Company would like to keep the option of such usage open for the future.

       d)  Furthermore, the Company shall have the opportunity to use its treasury shares as (part) consideration for the transfer of industrial property rights or intangible property rights of athletes, sports clubs and other persons, such as trademarks, names, emblems, logos and designs, to the Company or one of its subordinated Group companies for purposes of marketing the products of the Group. In addition, treasury shares shall serve as consideration for the direct or indirect acquisition of (possibly time-limited) rights of use (licenses) in such rights by the Company. Moreover, the Company shall also be able to use its treasury shares for purchasing patents and patent licenses, the exploitation of which would be in the Company’s best interest for purposes of marketing and developing existing or new products of the Group.

In the event that athletes, sports clubs or other persons holding rights in such industrial property rights or intangible property rights are prepared to transfer or license such rights only in exchange for (partial) granting of shares, or, in case of cash payments, only at significantly higher prices, or if the utilization of the Company’s shares for other reasons is in the best interest of the Company in such a case, the Company has to be in a position to react to such a situation in an appropriate way.

This may be the case, for example, whenever the Executive Board negotiates a sponsoring agreement with a sports club in Germany or abroad, which is intended to permit the Company to exploit the known names, emblems and/or logos of such sports club under a license in order to help market the products of the Group.

Furthermore, the Executive Board considers it possible that there will be opportunities for the Company, in (partial) exchange for shares of the Company, to directly or indirectly purchase patents or licenses for patent rights, the exploitation of which will be in the Company’s best interest for the products that the Group currently has, is currently developing or is planning to develop in the future.

The acquisition of industrial/intangible property rights or of licenses to such rights is conducted either by the Company or by subordinated Group companies. If necessary, the purchase shall be made by companies or other persons to whom the relevant rights were assigned for exploitation. It is also conceivable that the granted consideration will consist of shares as well as cash (e.g. royalties) and/or other types of consideration. In the past, the Company regularly used shares for such purposes and intends to continue to do so in the future.

The valuation of the industrial/intangible property rights or the licenses for such rights to be acquired by the Company directly or indirectly shall be carried out in accordance with market-oriented principles, if necessary, on the basis of an expert valuation. The valuation of the shares to be granted by the Company shall be conducted taking the share price into consideration. Shareholders who wish to maintain their shareholding quota in the Company may therefore do so through purchasing further shares through the stock exchange at essentially comparable conditions.

The (partial) granting of shares in the aforementioned cases will be in the best interest of the Company if the use and exploitation of the industrial/intangible property rights or the licenses for such promises advantages for the Company in the marketing and promotion and/or development of its products and a purchase of such rights against cash is not possible or is possible only at a higher price at a disadvantage to the Company’s liquidity and cash flow or if there are other reasons for not utilizing cash.

Based on the aforementioned considerations, the Executive Board believes that the proposed authorization to use treasury shares is in the best interest of the Company and its shareholders, which can justify the exclusion of shareholders’ subscription rights in the individual case. The concrete exclusion of subscription rights is decided on a case-by-case basis by the Executive Board, taking into consideration the Company’s best interests in any specific transaction, the actual necessity of the (partial) granting of shares, the proportionality while taking into account the shareholders’ interests and the evaluation of the share and the consideration.

       e)  Due to the fact that the Authorized Capital 2021/II is insofar designed in a parallel fashion, the Company thus has the possibility of acquiring companies, parts of companies and participations or other business assets as well as industrial/intangible property rights or licenses for such rights by using treasury shares either previously purchased by the Company or new shares to be issued from the Company’s authorized capital reserve. The Executive Board decides on a case-by-case basis whether to use shares for one of the purposes mentioned and whether to use treasury shares repurchased on the basis of this authorization to repurchase or whether to utilize the Authorized Capital 2021/II.

       f)   In addition, the Company shall have the opportunity to use its treasury shares to service option or conversion rights or option or conversion obligations or the right to delivery of shares of the Company based on bonds issued by the Company or by one of its subordinated Group companies based on an authorization by the Annual General Meeting.

The proposed resolution does not lead to the creation of a new or further authorization to issue bonds. It merely serves the purpose of enabling the Company to service option or conversion rights or option or conversion obligations or the Company’s rights to delivery of shares, which were or will be created on the basis of other authorizations granted by the Annual General Meeting, by using treasury shares instead of using the other intended amounts of contingent capital, provided, on a case-by-case basis and upon examination by the Executive Board and the Supervisory Board, such is in the Company’s best interest. Option or conversion rights or option or conversion obligations or the Company’s right to delivery of shares, which are considered appropriate for being serviced with treasury shares based on the proposed authorization, are based on (i) bonds which were issued on the basis of the authorization to issue bonds with warrants and/or convertible bonds resolved upon by the Annual General Meeting of May 9, 2018 under Agenda Item 8 and on (ii) bonds to be issued based on a future authorization by the Annual General Meeting.

       g)  Ultimately, the Company shall be given the possibility to offer treasury shares for purchase to (current and former) employees of the Company and its affiliated companies as well as to (current and former) members of the management bodies of affiliated companies within the framework of employee stock purchase plans. The authorization is limited to 5% of the nominal capital, both at the point in time when this authorization becomes effective and at the point in time when the shares are used.

The issuance of shares to employees and members of management bodies is in the best interest of the Company and its shareholders as it helps increase the identification with the Company as well as the willingness to assume more - particularly financial - responsibility, and as it creates an incentive to strive for a sustained increase in the Company’s value.

The long-term incentive effect created through the issuance of shares results in not only positive but also negative developments being taken into consideration. This means that, while the issuance of shares with lock-up periods or incentives for holding the shares creates a bonus effect, it may also trigger a malus effect in case of negative developments.

As the shares shall only be issued to specific persons, subscription rights must be excluded. From the point of view of the Executive Board and the Supervisory Board, this is justified due to the positive effects associated with employee shares. At present, no repurchased shares are used for employee stock purchase plans or compensation of executive bodies. There are no concrete plans for such usage. However, the Company would like to keep the option of such usage open for the future.

       h)  Moreover, the Company shall have the possibility of assigning shares to members of the Executive Board as compensation in the form of a share bonus. The authorization is limited to 5% of the nominal capital, both at the point in time when this authorization becomes effective and at the point in time when the shares are used.

§ 87 AktG stipulates that the variable compensation components for Executive Board members also comprise, among others, components on a multi-year basis for determination. It is recognized and generally common that in this respect, also share-related components are taken into consideration. The provision under 3) of the proposed resolution enables the Supervisory Board to pay out management bonuses in the form of shares. As the authorization may only be used if a reasonable level of compensation is ensured (§ 87 section 1 AktG), an appropriate legal and economic minimum lock-up period is determined and the shares are assigned and transferred at the respective current share price, it is ensured that the shareholders’ subscription rights are excluded only to an appropriate extent and in the best interest of the Company. The Executive Board members who receive shares as compensation on this basis have an additional interest in achieving an increase in value of the Company expressed by the share price. They bear the price risk of the shares, as it is not permissible to dispose of or otherwise use the shares within the lock-up period. Thus, the Executive Board members are impacted by negative developments as they affect their compensation. The same applies if the shares as part of the compensation are not immediately assigned but initially only promised as such shares cannot be disposed of anyway. Even in this case, the risk of the further share price development is borne by the respective Executive Board member.

Further details are determined by the Supervisory Board within the scope of its legal responsibilities. It particularly decides whether, when and to what extent it utilizes the authorization. However, in view of the statutory distribution of competencies, the Supervisory Board as representative of the Company is not able to purchase shares of the Company itself for the purpose of compensating the Executive Board or to ask the Executive Board to purchase such shares on its behalf.

As the shares shall only be issued to specific persons, subscription rights must be excluded. From the point of view of the Executive Board and the Supervisory Board, this is justified due to the positive effects associated with a share bonus. At present, there are no concrete plans to use treasury shares for a share bonus.

Report of the Executive Board on Agenda Item 13 pursuant to §§ 71 section 1 number 8, 186 section 4 sentence 2 AktG

In addition to the report given under Agenda Item 12, the Executive Board also gives a written report in accordance with §§ 71 section 1 number 8, 186 section 4 sentence 2 AktG on the resolution proposed under Agenda Item 13, which is published in full hereafter:

In addition to the possibilities provided for under Agenda Item 12 to purchase treasury shares, the Company shall also be authorized to purchase treasury shares also via multilateral trading facilities within the meaning of § 2 section 6 Stock Exchange Act (MTF) and with the use of particular equity derivatives. In this way, the total volume of shares that may be purchased shall not be increased; rather, further alternatives to purchase treasury shares will be available. These additional alternatives provide the Company with further options to structure the purchase of treasury shares in a flexible manner.

It can be advantageous for the Company to acquire treasury shares not via the stock exchange but via an MTF. The trading volume in shares of the Company via an MTF is, in part, significantly higher than on the regulated market. Therefore, by repurchasing via an MTF, the Company can secure access to a larger trading volume. This can enable the Company to acquire the shares at more favorable conditions than on a regulated market, which may result in considerable total savings particularly in the case of high repurchase volumes. The Company will generally only purchase treasury shares via an MTF for which it can be assumed that prices do not considerably deviate from the stock market prices on the regulated market. Especially such MTF are not materially different from a stock exchange in the formal sense. As regards the purchase via an MTF, the same upper and lower limits for prices apply as for the repurchase via the stock exchange in accordance with the authorization proposed under Agenda Item 12 because regarding the purchase via an MTF, these prices are linked to the share price established in the opening auction of the electronic trading system on the Frankfurt Stock Exchange and must not be more than 10% higher or lower.

For the Company it may also be advantageous to purchase call options, sell put options or purchase shares using a combination of call and put options or other equity derivatives instead of directly purchasing shares of the Company. These options for action are limited from the outset to 5% of the nominal capital existing on the date on which the resolution is adopted by the Annual General Meeting or – if this amount is lower – on the date on which the aforementioned authorization is exercised. The term of the options may each not exceed 18 months and must furthermore be chosen in such a way that the shares are purchased upon the exercise of the options no later than May 11, 2026. Thus, it is guaranteed that the Company will not purchase any treasury shares after expiration of the authorization to purchase treasury shares valid until May 11, 2026 - subject to a new authorization.

When agreeing a call option, the Company obtains, against payment of an option premium, the right to purchase a predefined number of shares of the Company at a specific price (strike price) from the respective seller of the option, the option writer, within a certain period or at a certain point of time. The exercise of the call option is generally sensible from the Company’s point of view if the share price is higher than the strike price as it can purchase the shares at a lower price from the option writer than on the market. The same is applicable if, by exercising an option, a block of shares is purchased which could otherwise only be purchased at higher costs. In addition, the Company’s liquidity is preserved when using call options as the strike price for the shares only has to be paid upon exercise of the call option. These aspects may, in individual cases, justify that the Company utilizes call options for a planned purchase of treasury shares. The option premium must be determined in close conformity with the market - also considering, i.a., the strike price, the term of the option and the volatility of the share - corresponding in essence to the same value as the call option.

 When selling put options, the Company gives the respective holder of put options the right to, within a certain time period or at a certain point of time, sell shares of the Company to the Company at a price specified in the put option conditions (strike price). In return for the obligation to purchase treasury shares in accordance with the put option, the Company shall receive an option premium which has to be established in close conformity with market conditions, i.e. which basically corresponds to the value of the put option taking into consideration, i.a. the strike price, the option term and the volatility of the share. For the option holder, the exercise of a put option is generally only sensible from an economic point of view if the share price, at the time of exercise, is below the strike price because the option holder can then sell the shares to the Company at a higher price than when selling on the market. The Company, in turn, can hedge too high a risk from the development of the exchange rate on the market. The share buyback using put options is advantageous for the Company as the Company may already specify a certain strike price when concluding the option transaction while the liquidity outflow will not be effected before the date on which the options are exercised. From the Company’s perspective, the consideration paid for the purchase of the shares is reduced by the option premium already collected. If the option holder does not exercise the option, particularly because the share price on the exercise date or during the exercise period exceeds the strike price, the Company, although unable to purchase any treasury shares, finally collects the option premium without any further consideration.

The consideration to be paid by the Company for the shares using put options is the respective strike price (excluding incidental purchasing costs but considering the received option premium). The strike price may be higher or lower than the share price of the Company on the day of the conclusion of the put option transaction and on the day of the purchase of the shares due to the exercise of the put option. It may, however, not be more than 10% higher or 10% lower than the average price for the Company’s shares as established in the opening auction of the electronic trading system on the Frankfurt Stock Exchange on the day of conclusion of the respective put option transaction. The consideration to be paid by the Company for the shares using call options is the respective strike price. The strike price may be higher or lower than the price of the Company’s share on the day of the conclusion of the call option transaction and on the day of the purchase of the shares due to the exercise of the call option. It may, however, not be more than 10% higher or 10% lower than the price for the Company’s shares as established in the closing auctions of the electronic trading system on the Frankfurt Stock Exchange on the last three trading days prior the exercise of the call option. In this case, incidental purchasing costs and the option premium are not considered.

The Company may also conclude equity derivatives providing for a delivery of shares with a reduction on the weighted average share price. The obligation to execute option transactions and other equity derivatives solely with one or more credit or financial service institution(s) or equal companies while ensuring that the options and other equity derivatives are only serviced with shares purchased under observance of the principle of non-discrimination is designed to rule out any disadvantages for shareholders in the event of share buybacks using equity derivatives. In accordance with the legal provisions under § 71 section 1 number 8 AktG, the principle of non-discrimination is satisfied if the shares are purchased through the stock exchange at the share price of the Company’s shares valid at the time of the purchase through the stock exchange. As the price for the option (option price) is determined in close conformity with market conditions, the shareholders not involved in the option transactions do not suffer any loss in value. The possibility of using equity derivatives enables the Company to make use of short-term market opportunities and to execute the appropriate option transactions or other equity derivatives. Any rights of shareholders to conclude such option transactions or other equity derivatives with the Company as well as any tender rights of shareholders are excluded. Such exclusion is necessary to enable the Company to use equity derivatives in connection with the purchase of treasury shares and to achieve the advantages resulting from such use. A conclusion of the relevant equity derivatives with all shareholders would not be feasible.

Having carefully weighed the interests of shareholders and of the Company, and given the advantages that may result for the Company from the use of call options, put options, a combination of call and put options or other aforementioned equity derivatives, the Executive Board considers the authorization for the non-granting or restriction of shareholders’ rights to conclude such equity derivatives with the Company or to tender their shares to be generally justified. The same applies for the exclusion of potential tender rights of shareholders when repurchasing via an MTF.

With regard to the use of treasury shares purchased based on equity derivatives or via an MTF, there is no difference to the use proposed under Agenda Item 12. Regarding the justification of the exclusion of the shareholders’ subscription rights when using shares, please see the report of the Executive Board on Agenda Item 12.

Résumé of the candidate proposed for election to the Supervisory Board

Jackie Joyner-Kersee

CEO, Jackie Joyner-Kersee Foundation and Motivational Speaker

Personal Data:

Career and material activities:

No membership in other statutory supervisory boards in Germany

No membership in comparable domestic and foreign controlling bodies of commercial enterprises

Virtual Annual General Meeting without physical presence of shareholders or their representatives; transmission over the internet

With the Supervisory Board’s approval, the Executive Board resolved to hold the 2021 Annual General Meeting as a virtual Annual General Meeting in accordance with § 1 sections 1 and 2 of the Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic of March 27, 2020 (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie, [Federal Gazette I 2020, p. 570]), amended by Article 11 of the Act to Further Shorten the Residual Debt Discharge Procedure and to Adjust Pandemic-Related Provisions in the Law of Companies, Cooperative Societies, Associations, Foundations as well as in the Rental and Tenancy Law of December 22, 2020 (Gesetz zur weiteren Verkürzung des Restschuldbefreiungsverfahrens und zur Anpassung pandemiebedingter Vorschriften im Gesellschafts-, Genossenschafts-, Vereins- und Stiftungsrecht sowie im Miet- und Pachtrecht, [Federal Gazette I 2020, p. 3328]) (‘COVID-19 Act’). Therefore, shareholders and their representatives (except for the proxies appointed by the Company) cannot be physically present at the Annual General Meeting.

The entire 2021 Annual General meeting will be transmitted live online on May 12, 2021 from 10:00 hrs CEST via video and audio stream at www.adidas-group.com/agm which will be freely accessible. Shareholders may also follow the Annual General Meeting in the Company’s password-protected shareholder portal at www.adidas-group.com/agm-service. Following the Annual General Meeting online or via the shareholder portal does not constitute participation within the meaning of § 118 section 1 sentence 2 AktG.

Compared to an Annual General Meeting with physical presence, conducting the 2021 Annual General Meeting as a virtual Annual General Meeting based on the COVID-19 Act leads to several modifications in the procedure of the Annual General Meeting and the exercise of shareholder rights. We therefore ask our shareholders to pay particular attention to the following notices.

Documents pertaining to the Annual General Meeting; publications on the Company’s website

This invitation convening the Annual General Meeting with the legally required statements and explanations as well as the further documents and information specified in § 124a AktG are accessible on the Company’s website at www.adidas-group.com/agm from the convocation until the conclusion of the Annual General Meeting.

A recording of the speech of the Chief Executive Officer will be available on the Company’s website after the Annual General Meeting. Furthermore, the presentations held during the Annual General Meeting as well as the voting results will be available on the Company’s website in a timely manner after the Annual General Meeting.

As at the date of convocation of the Annual General Meeting, the Company’s nominal capital amounts to EUR 200,416,186 divided into 200,416,186 registered no-par-value shares. Each share grants one vote. Therefore, the total number of shares and voting rights amounts to 200,416,186. This total number of shares includes 5,350,126 treasury shares held by the Company at the date of convocation which do not confer any rights to the Company.

Only shareholders who are entered in the share register at the day of the Annual General Meeting and who registered for participation by the end of May 5, 2021 (24:00 hrs CEST) are authorized to exercise their shareholder rights, in particular their voting rights.

Shareholders can register via the shareholder portal at www.adidas-group.com/agm-service. To access the shareholder portal, shareholders need their shareholder number and the corresponding access password. The shareholder number is specified in the documents sent together with the invitation to the Annual General Meeting.

Shareholders who already registered for electronic dispatch of the invitation in the shareholder portal must use the access password selected upon registration. All other shareholders entered in the share register will receive an individual access password for first-time access to the shareholder portal with the documents sent to them together with the invitation to the Annual General Meeting.

If shareholders do not register via the shareholder portal, their registration must otherwise reach the Company in text form stating the name of the person making the declaration in German or English. The day of receipt of the registration is decisive for meeting the deadline. Please send registrations to:

adidas AG
c/o Computershare Operations Center
80249 Munich, Germany

or by fax: +49 89 30903-74675

or by e-mail to: anmeldestelle@computershare.de

(together ‘adidas contact addresses’).

Registrations which are received by the Company later than May 5, 2021, for whatever reasons, can no longer be considered. We therefore recommend registration via the shareholder portal.

The shares will not be locked up or blocked upon registration for the Annual General Meeting. Thus, shareholders may continue to dispose of their shares at their discretion even after having registered.

The shareholding as entered in the share register at the date of the Annual General Meeting is relevant for the exercise of voting rights. For technical reasons, requests for changing entries received by the Company after May 5, 2021, 24:00 hrs CEST, (so-called Technical Record Date) until the day of the Annual General Meeting on May 12, 2021 (including) will not be processed, i.e. no changes will be made to the entries in the share register. Thus, shareholders who send requests for changing entries in the share register due to newly acquired shares during the aforementioned period will not be able to exercise, in their own right, participation rights and voting rights deriving from these shares at the Annual General Meeting.

Shareholders who registered in a due and proper manner may cast their votes at this year’s virtual Annual General Meeting by means of electronic communication or in writing (‘postal vote’).

Shareholders may submit their votes by way of electronic postal vote via the shareholder portal. Voting via the shareholder portal is possible until the beginning of the voting at the virtual Annual General Meeting. Until that point in time, votes submitted electronically may still be changed or revoked via the shareholder portal.

Shareholders may also submit their votes via mail, fax or e-mail to one of the aforementioned adidas contact addresses; in particular, they may use the registration form sent together with the invitation for this purpose. Votes cast in the aforementioned ways must be received by the Company no later than May 11, 2021, 24:00 hrs CEST. Votes cast by mail, fax or e-mail may be changed or revoked via the shareholder portal until the beginning of the voting at the virtual Annual General Meeting. Moreover, powers of representation or instructions may be changed or revoked via one of the aforementioned adidas contact addresses until May 11, 2021, 24:00 hrs CEST (receipt by the Company).

Shareholders who registered in a due and proper manner can also exercise their voting right at the virtual Annual General Meeting by having the proxies appointed by the Company represent them at the Annual General Meeting in accordance with their voting instructions. For this purpose, the proxies must be granted power(s) of representation and must be given instructions for exercising the voting rights.

Powers of representation may be granted and instructions to the proxies appointed by the Company may be given electronically via the shareholder portal. This is possible until the beginning of the voting at the virtual Annual General Meeting. Until this point in time, powers of representation may also be granted/revoked and instructions to the proxies appointed by the Company may be given/revoked via the shareholder portal.

Shareholders may also submit powers of representation and instructions to the proxies appointed by the Company via mail, fax or e-mail to one of the aforementioned adidas contact addresses; in particular, they may use the registration form sent together with the invitation for this purpose. Powers of representation and instructions to the proxies appointed by the Company submitted in the aforementioned ways must be received by the Company no later than by May 11, 2021, 24:00 hrs CEST. Powers of representation or instructions to the proxies appointed by the Company by mail, fax or e-mail may be changed or revoked via the shareholder portal until the beginning of the voting at the virtual Annual General Meeting. Moreover, powers of representation or instructions may be changed or revoked via one of the aforementioned adidas contact addresses until May 11, 2021, 24:00 hrs CEST (receipt by the Company).

Please note that the proxies do not propose motions or ask questions on behalf of the shareholders or raise objections. The proxies only exercise voting rights on such agenda items for which they have been given instructions by the shareholders.

If powers of representation and instructions to the proxies appointed by the Company are granted/given in due time both via the adidas contact addresses or the shareholder portal or if the voting right is exercised via postal vote, only the postal vote submitted via the shareholder portal and the power of representation and instructions to the proxies appointed by the Company granted/given electronically via the shareholder portal will be considered binding, irrespective of the point in time of receipt of the postal vote, power of representation and instructions. If, otherwise, formally valid declarations submitted in different ways via the adidas contact addresses deviate from one another and it is unclear which one was submitted most recently, they are considered in the following order, with the transmission methods specified first taking priority: (1) via e-mail, (2) via fax, (3) via mail.

Any votes submitted via postal vote and instructions given to the proxies appointed by the Company on Agenda Item 2 (appropriation of retained earnings) remain valid even if the proposal on the appropriation of retained earnings is adjusted due to a change in the number of dividend-entitled shares. In case individual voting on a certain agenda item is carried out, the declaration submitted on this agenda item is valid for every sub-item of the individual vote.

Voting via postal vote or granting powers of representation or giving instructions to the proxies appointed by the Company is only possible for such motions and nominations for which proposals/nominations by the Executive Board and/or Supervisory Board pursuant to § 124 section 3 AktG or by shareholders pursuant to §§ 122 section 2, 126, 127 AktG are published in this convocation or at a later point in time. Postal votes or powers of representation and instructions which cannot be allocated beyond doubt to a due and proper registration will not be considered.

Shareholders may authorize third parties to exercise their shareholder rights, in particular their voting rights. If power(s) of representation are granted, shareholders still have to fulfill the preconditions outlined in section ‘REGISTRATION FOR THE ANNUAL GENERAL MEETING’. If a shareholder grants more than one person power of representation, the Company may reject one or more of these persons.

Powers of representation may be granted, in particular, via the shareholder portal. Furthermore, powers of representation may be granted using the registration form or otherwise by declaration in text form, stating the name of the person making the declaration and sending it to one of the aforementioned adidas contact addresses. Powers of representation may be changed or revoked via the shareholder portal until the beginning of the voting at the virtual Annual General Meeting. Powers of representation may be granted, changed or revoked via the adidas contact addresses until May 11, 2021, 24:00 hrs CEST (receipt by the Company).

Powers of representation must be granted/revoked in text form (§ 126b German Civil Code [Bürgerliches Gesetzbuch – BGB]), unless § 135 AktG applies. If power of representation is granted by declaration vis-à-vis the Company, additional verification of such power is not required. By contrast, if power of representation is granted by declaration vis-à-vis the person to be authorized, the Company may request verification of the granting of such power in text form. Such verification must be sent to the Company to one of the aforementioned adidas contact addresses until May 11, 2021, 24:00 hrs CEST (receipt by the Company).

For granting powers of representation to intermediaries, proxy advisors, shareholders’ associations or persons who professionally offer shareholders the service of exercising their voting rights at the Annual General Meeting as well as for the revocation and verification of such powers, the text form requirement does not apply. However, such power of representation must be kept by the respective proxy for review. It must be completed in full and may only contain statements related to the exercise of voting rights. A breach of these requirements does not affect the validity of the exercise of voting rights. Furthermore, each proxy may have specific regulations for acting as proxy; this should be coordinated with the respective proxy in advance.

Proxies (except for the proxies appointed by the Company) cannot be physically present at the Annual General Meeting. They can merely exercise the voting right for the shareholders represented by them by means of postal vote or by delegating power of representation to the proxies appointed by the Company (in the ways previously specified for each case).

Shareholders whose shares correspond to a pro-rata amount of EUR 500,000 in the nominal capital may demand that items be added to the agenda and published, i.a. in the German Federal Gazette and on the website at www.adidas-group.com/agm.

Each new item must be accompanied by an explanatory statement or a proposed resolution. Such demands must reach the Company’s Executive Board by April 11, 2021, 24:00 hrs CEST. Please submit such demands in writing to:

adidas AG
Executive Board
Supervisory Board Office & Corporate Legal
Adi-Dassler-Straße 1
91074 Herzogenaurach, Germany

or by e-mail including the name of the demanding shareholders with a qualified electronic signature to:

agm-service@adidas-group.com

Shareholders demanding that items be added to the agenda must prove that they have been in possession of a sufficient number of shares for at least 90 days before the date of receipt of such demand (§ 122 section 2 in conjunction with § 122 section 1 sentence 3 AktG and § 70 AktG) and that they will be in possession of the shares until the Executive Board has made a decision on the respective demand. § 121 section 7 AktG must be applied for the calculation of the period analogously.

If requests for adding items to the agenda must be published in accordance with the aforementioned statements, resolution proposals in these requests are treated like proposals submitted at the Annual General Meeting if the shareholder submitting the request has been duly legitimized and registered for the Annual General Meeting.

The Company will make countermotions by shareholders on particular items of the agenda and nominations by shareholders for the election of Supervisory Board members or the appointment of the auditor accessible on the Company’s website at www.adidas-group.com/agm including the shareholder’s name, the explanatory statement - if required and available - and a possible statement by the management insofar as the following requirements are met:

Any countermotions to a proposal of the Executive Board and/or the Supervisory Board on a specific agenda item as well as any nominations or appointment proposals must be received by the Company by April 27, 2021, 24:00 hrs CEST. They must be sent exclusively to

adidas AG
Supervisory Board Office & Corporate Legal
Adi-Dassler-Straße 1
91074 Herzogenaurach, Germany

or by e-mail:
agm-service@adidas-group.com

Countermotions must contain a statement of reasons. A countermotion and its statement of reasons do not need to be made accessible by the Company if one of the facts of exclusion pursuant to § 126 section 2 sentence 1 AktG exists. The statement of reasons does not have to be made accessible either if the entire document consists of more than 5,000 characters.

Shareholders’ nominations for the election of Supervisory Board members or the appointment of the auditor do not require a statement of reasons. Shareholders’ nominations or appointment proposals do not have to be made accessible by the Company if one of the facts of exclusion in accordance with §§ 127 sentence 1, 126 section 2 sentence 1 AktG exists or if they do not contain the full name, the exercised profession and the place of residence of the candidate, and, in case of proposals for the election of Supervisory Board members, details on their membership in other statutory supervisory boards (§ 127 sentence 3 AktG). The statement of reasons does not need to be made accessible if the entire document consists of more than 5,000 characters.

Motions or nominations of shareholders which must be made accessible pursuant to §§ 126 or 127 AktG are deemed as submitted at the Annual General Meeting if the shareholder submitting the motion or nomination has been duly legitimized and registered for the Annual General Meeting.

In accordance with § 1 section 2 COVID-19 Act, shareholders have a right to ask questions by means of electronic communication. Only shareholders and their representatives who have registered for the Annual General Meeting in a due and proper manner have the right to submit questions. Questions must be submitted exclusively via the shareholder portal at www.adidas-group.com/agm-service no later than by May 10, 2021, 24:00 hrs CEST. Please note that the proxies appointed by the Company cannot ask questions.

In line with § 1 section 2 sentence 2 COVID-19 Act, the Executive Board decides at its duty-bound, free discretion how to answer questions. Therefore, in this regard, the Executive Board reserves the right to answer submitted questions individually or to answer several questions together. Pursuant to the requirements stipulated in more detail in § 131 section 3 AktG, the Executive Board is entitled to refuse to provide information.

In case of a virtual Annual General Meeting, shareholders and their representatives cannot comment on the Agenda. Therefore, the Executive Board has decided, with the approval of the Supervisory Board, to give shareholders and their representatives the opportunity – over and above the requirements of the COVID-19 Act – to comment on the Agenda via video messages available in the shareholder portal.

Therefore, shareholders who are registered in the share register and who have registered for participation in the Annual General Meeting in a due and proper manner or their representatives have the opportunity to submit video messages via the shareholder portal under www.adidas-group.com/agm-service until May 5, 2021, 24:00 CEST. The video message must not be longer than three minutes. Only video messages in which the shareholder or their representative appears in person are permitted. By submitting the video message, the shareholder or their representative declares their consent that the video message may be published in the shareholder portal stating their name.

We would like to point out that there is no legal right to the publication of a video message. The Company reserves the right not to publish, in particular, video messages with offensive, discriminatory, criminally relevant or obviously false or misleading content or video messages without reference to the Agenda or submitted in languages other than German. This also applies to video messages which are longer than three minutes or video messages which do not fulfill the technical requirements. Only one video message per shareholder will be published.

Further details on the technical and legal requirements for submitting video messages are explained in the shareholder portal.

The video messages are intended to give shareholders or their representatives an opportunity to comment. However, for questions, countermotions, and nominations, the aforementioned procedure applies. We would like to point out that questions, countermotions or nominations which are contained in video messages and which were not submitted as described above, will not be considered.

Shareholders who duly exercised their voting rights themselves or by granting power of representation, are given the option to object to resolutions passed by the Annual General Meeting by means of electronic communication. Such objections must be submitted to the Company exclusively via the shareholder portal and may be submitted from the beginning of the Annual General Meeting until the Chairman closes the Annual General Meeting. The notary certifying the Annual General Meeting authorized the Company to receive objections via the shareholder portal and will also have access to any objections received.

Further explanations on shareholders’ rights pursuant to §§ 122 section 2, 126 section 1, 127, 131 section 1 AktG in conjunction with § 1 sections 1 and 2 COVID-19 Act are available online at www.adidas-group.com/agm.

The entire 2021 Annual General meeting will be transmitted live online on May 12, 2021 from 10:00 hrs CEST via video and audio stream at www.adidas-group.com/agm which will be freely accessible. Shareholders may also follow the Annual General Meeting in the Company’s password-protected shareholder portal at www.adidas-group.com/agm-service. Following the Annual General Meeting online or via the shareholder portal does not constitute participation within the meaning of § 118 section 1 sentence 2 AktG.

Please note that adidas AG controls your personal data.

Your personal data will be processed to maintain the share register, to communicate with you as a shareholder and to conduct our virtual Annual General Meeting. The legal basis for processing your personal data is our obligation to comply with statutory provisions and the protection of our legitimate interests.

Further information on data privacy in connection with our virtual Annual General Meeting is available at www.adidas-group.com/agm. adidas AG will send you a printed copy of this information upon request.

If you have any questions or wish to contact adidas AG for any other reason in relation to the processing of your personal data, please reach out to the Global Privacy Officer or the Global Privacy Team at adidasPrivacy@adidas.com and with the subject ‘Shareholder request’.

Herzogenaurach, March 2021

adidas AG
The Executive Board