agm 2022 - 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, 2021, the proposal of the Executive Board on the appropriation of retained earnings as well as the Supervisory Board Report for the 2021 financial year

The aforementioned documents also comprise 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 2021 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.

ADJUSTED 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 1,334,168,709.68 which were reported in the adopted annual financial statements of adidas AG as per December 31, 2021, as follows:

Payment of a dividend in the amount of EUR 3.30 per no-par-value share on the dividend-entitled nominal capital, i.e. EUR 609,736,373.40 as total dividend and carrying forward the remaining amount of EUR 724,432,336.28 to new account. 

The proposal on the appropriation of retained earnings takes into account that the 7,331,402 treasury shares held by the Company at the time of the Annual General Meeting are not entitled to dividend payment in accordance with § 71b AktG. Pursuant to § 58 section 4 sentence 2 AktG, the entitlement to payment of the dividend shall become due on May 17, 2022.

Resolution on the ratification of the actions of the Executive Board for the 2021 financial year 

The Executive Board and the Supervisory Board propose to ratify the actions of the Executive Board members in office in the 2021 financial year for this period.

Resolution on the ratification of the actions of the Supervisory Board for the 2021 financial year

The Executive Board and the Supervisory Board propose to ratify the actions of the Supervisory Board members in office in the 2021 financial year for this period.

Resolution on the approval of the Compensation Report

In accordance with the amendment of the German Stock Corporation Act through the Act on the Implementation of the Second Shareholders' Rights Directive of December 12, 2019 (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie – ARUG II), the Executive Board and Supervisory Board are required pursuant to § 162 AktG to annually submit a report on the compensation granted and due by the Company and companies of the adidas Group to each individual current or previous member of the Company’s Executive Board or Supervisory Board in the previous financial year. This report has to be audited by the auditor and submitted for approval to the Annual General Meeting pursuant to § 120a section 4 AktG.

The Compensation Report for the 2021 financial year (‘adidas Compensation Report 2021’) set out following the Agenda under ‘III. Information on Agenda Item 5’ and also available on the Company’s website under www.adidas‑group.com/agm from the day of convocation of the Annual General Meeting, was audited by the auditor in accordance with § 162 section 3 AktG to examine compliance with the disclosure requirements stipulated in § 162 sections 1 and 2 AktG. The auditor’s opinion on the audit of the Compensation Report is attached to the Compensation Report.

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

The adidas Compensation Report 2021 is approved. 

Resolution on the amendment of § 18 of the Articles of Association regarding the adjustment of the compensation of the Supervisory Board members and on the compensation system for the Supervisory Board members

The current compensation of the members of the Supervisory Board of adidas AG was defined in § 18 of the Articles of Association by resolution of the 2017 Annual General Meeting.

In accordance with § 113 section 3 AktG, the compensation of the Supervisory Board members as well as the compensation system for the Supervisory Board members was most recently confirmed by the 2021 Annual General Meeting.

Following a comprehensive review, the Executive Board and Supervisory Board have concluded that the compensation system for the Supervisory Board members applicable since 2017 and approved in 2021 serves the Company’s best interests and is furthermore appropriate. However, in view of the further increased responsibility and significance of the monitoring and advising activities of the Supervisory Board accompanied by a higher workload and liability risks not least because of ever growing legal requirements and the increasingly complex and demanding business activities of adidas AG, an increase in the compensation in line with market standards is deemed appropriate. Moreover, the provision regarding the reimbursement of VAT payable on the compensation is to be amended to conform with more recent case law of the European Court of Justice according to which the compensation may be granted VAT-free, where appropriate.

The compensation system which forms the basis for the Supervisory Board members’ compensation, including the provisions of § 113 section 3 sentence 3, 87a section 1 sentence 2 AktG, is outlined following the Agenda under ‘III. Information on Agenda Item 6’, as is § 18 of the Articles of Association, taking into account the proposed amendments set out below.

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

a) § 18 section 1 and section 8 of the Company’s Articles of Association shall be reworded as follows:

‘1.    The members of the Supervisory Board shall receive a fixed compensation for each financial year in the amount of EUR 100,000, payable at the end of each financial year.’

‘8.    Moreover, the Supervisory Board members shall be reimbursed by the Company not only for any expenses but also for VAT, should any VAT be payable on their compensation.’

b) The thus amended and otherwise unchanged compensation provisions are confirmed and the compensation system for the Supervisory Board members outlined following the Agenda under ‘III. Information on Agenda Item 6’ is resolved.

Upon effectiveness of the amendments of § 18 of the Articles of Association, i.e. upon entry of the amendments with the Commercial Register of the Company, the new provision for the Supervisory Board compensation is applicable for the first time for the financial year which started on January 1, 2022.

Resolution on the revocation of the authorization to issue bonds with warrants and/or convertible bonds of May 9, 2018, as well as the cancelation of the Contingent Capital 2018, on the creation of a new authorization to issue bonds with warrants and/or convertible bonds and to exclude subscription rights and the simultaneous creation of a Contingent Capital 2022 as well as on the respective amendment of the Articles of Association

The existing authorization resolved upon by the Annual General Meeting on May 9, 2018 under Agenda Item 8 to issue bonds with warrants and/or convertible bonds, which has not been utilized so far, expires on May 8, 2023 and is to be renewed. For this purpose, it is also proposed to cancel the Contingent Capital 2018, create a new Contingent Capital 2022 and amend § 4 section 4 of the Articles of Association.

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

a)     Revocation of the authorization resolved upon by the Annual General Meeting on May 9, 2018 under Agenda Item 8 to issue bonds with warrants and/or convertible bonds and cancelation of the Contingent Capital 2018

The authorization of the Executive Board, subject to Supervisory Board approval, to issue bonds with warrants and/or convertible bonds in an aggregate nominal value of up to EUR 2,500,000,000 until May 8, 2023, which was resolved upon by the Annual General Meeting on May 9, 2018 under Agenda Item 8, is revoked and the Contingent Capital 2018 in the amount of up to EUR 12,500,000 resolved upon by the Annual General Meeting on May 9, 2018 under Agenda Item 8 and set out in § 4 section 4 of the Company’s Articles of Association is canceled.

b)     Authorization to issue bonds with warrants and/or convertible bonds and to exclude subscription rights

(1)   Period of authorization, nominal value, term, number of shares and further structure of the bonds

The Executive Board is authorized to issue bearer bonds with warrants and/or convertible bearer bonds or registered bonds with warrants and/or registered convertible bonds (together ‘bonds’) once or several times until May 11, 2027 in an aggregate nominal value of up to EUR 4,000,000,000 and, in accordance with the terms and/or conditions on these bonds, to grant or issue option rights and/or obligations to the holders or creditors of the bonds with warrants or respectively conversion rights and/or obligations to the holders or creditors of the convertible bonds, which entitle or obligate the respective holder or creditor to purchase no-par-value shares of the Company with a pro-rata amount of the nominal capital totaling up to EUR 12,500,000.

The pro-rata amount of the nominal capital that is attributable to no-par-value shares of the Company, for which option rights, option obligations, conversion rights and/or conversion obligations are granted or imposed under this authorization together with any shares issued from authorized capital from the point in time when this authorization becomes effective until the point in time when the respective bond is issued, must not exceed 40% of the nominal capital at the point in time when the respective bond is issued.

The bonds may be divided into notes.

The terms and conditions of the bonds may (i) impose an option or conversion obligation at the end of the term of the bonds (or at another point in time) on bondholders or creditors or (ii) entitle the Company, upon maturity of the bonds connected with option or conversion rights or obligations (in particular upon final maturity or maturity due to termination), to issue no-par-value shares of the Company or another public-listed company to the bondholders or creditors of the bonds as partial or total substitution of its obligation to pay the cash amount due (‘right to delivery of shares’).

The bonds may, in principle, also be issued by a subordinated group company of the Company; for this case, the Executive Board is authorized to guarantee bonds for the Company and to grant bondholders or creditors option or conversion rights or obligations or grant a right to delivery of shares.

The Executive Board is authorized to stipulate the further details concerning the issuance and features of the bonds – including, in particular, the interest rate, issue price, term and denomination, the anti-dilution provisions (for more details, see (4) ‘Option and conversion price; protection from dilution’ below), reasons for an option or conversion obligation or a right to delivery of shares, determination of a supplementary cash payment or a cash option or conversion premium, offsetting or consolidation of residual amounts, cash payment instead of a right to delivery of shares, the option or conversion period – and the option and/or conversion price in accordance with the aforementioned frame or to establish such details or prices with the consent of the governing bodies of a group company issuing the bonds with warrants and/or convertible bonds. In this respect, the Executive Board is also authorized to determine in the terms and conditions of the bond

• whether the bonds are issued with our without a limited term,

• whether the bonds have a fixed or variable interest rate,

• whether the option or conversion price or the conversion ratio are to be determined upon issuance of the bonds or calculated based on future share prices (if applicable within ranges yet to be determined),

• whether and how a full conversion ratio should be rounded,

• whether a supplementary cash payment or an offsetting cash payment will be determined for residual amounts,

• whether, in addition to issuance in euros, the bonds may also be issued in other legal currencies of OECD countries – restricted to the corresponding value in euros – and

• in case of mandatory conversions or the fulfillment of option obligations or tender rights, how to determine the details of the exercise, the fulfillment of obligations or rights, the deadlines and the calculation of conversion or option prices.

The terms and conditions of the bonds may, in particular, also entitle the Company not to grant new no-par-value shares but to pay an amount which, in place of the number of the shares otherwise to be delivered, corresponds to the non-weighted average closing price of the Company’s shares in the electronic trading system on the Frankfurt Stock Exchange during the ten trading days following the declaration that the options are exercised or the converted.

The terms and conditions of the bonds may also stipulate that, at the Company’s choice, the bonds may be converted into existing shares of the Company or of another public-listed company instead of into new shares from contingent capital or that the option right or the right to delivery of shares of the Company may be met by delivery of such shares or may be serviced with delivery of such shares in the case of option obligations. Furthermore, the terms and conditions of the bonds may stipulate that, in case of conversion or exercise of an option, the Company may choose that, instead of delivering shares, the shares to be granted may be disposed of by one or more third parties and the holders or creditors of the bonds are to be satisfied from the proceeds of the disposal.

(2)   Subscription rights; exclusion of subscription rights

As a rule, the bonds are to be offered to the shareholders for subscription. Pursuant to § 186 section 5 sentence 1 AktG, the shareholders may also be granted the statutory subscription right by offering the bonds to one or several credit institutions or one or more companies which fulfill the requirements of § 186 section 5 sentence 1 AktG or a group or a syndicate of banks and/or such companies with the obligation that they have to offer them to the shareholders for subscription.

However, the Executive Board is authorized to exclude subscription rights

• if this is required for residual amounts resulting from the subscription ratio,

• if and to the extent that this is necessary for granting subscription rights to holders or creditors of bonds already issued before which they would be entitled to as shareholders upon exercising their option or conversion rights or upon fulfilling their option and/or conversion obligations or upon exercising a right to delivery of shares referring to shares of the Company, and

• if the bonds are issued against contribution in cash after the Executive Board has concluded, following an examination in accordance with its legal duties, that the issue price of the bonds is not significantly below the hypothetical market value computed using recognized, in particular, financial calculation methods. This authorization to exclude the subscription right is, however, only applicable for bonds with option or conversion rights or obligations or a right to delivery of shares referring to shares of the Company with a pro-rata amount of the nominal capital not exceeding a total of 10% of the nominal capital neither at the point of becoming effective nor - in case this amount is lower - at the point of exercising this authorization. Shares which are issued or sold in accordance with § 186 section 3 sentence 4 AktG during the term of this authorization until its utilization as well as shares to be issued or granted during the term of this authorization on the basis of a bond issued with the exclusion of subscription rights in accordance with this provision utilizing another authorization, shall be attributed to the aforementioned limit of 10%.

The total number (i) of shares to be issued under bonds which are issued with the exclusion of subscription rights based on this authorization and (ii) of shares which are issued from an authorized capital with the exclusion of subscription rights during the term of this authorization may not exceed a pro-rata amount of the nominal capital of 10% on the date of the entry of this authorization with the Commercial Register.

Irrespective of the Supervisory Board’s right to determine further approval requirements, the Executive Board requires the Supervisory Board’s approval for the issuance of bonds based on this authorization while excluding shareholders' subscription rights.

(3)   Option right; conversion ratio

When bonds with warrants are issued, one or more warrants will be attached to each note and will entitle or – also due to the right to delivery of shares – obligate the holders to subscribe, in accordance with the terms and conditions of the bonds or warrants to be stipulated by the Executive Board, to the no-par-value shares issued by the Company. With respect to euro-denominated bonds with warrants issued by the Company, the bond or warrant terms and conditions may provide that the warrant price may also be paid by assigning bonds or by offsetting the warrant price with the redemption right in connection with the bond and making – if necessary – a supplementary cash payment or through a cash option premium. Any fractions of shares may, in accordance with the terms and conditions of the bonds or warrants, be rounded up to whole shares for purposes of subscription, if necessary against supplementary cash payment.

If convertible bonds are issued, in case of bearer bonds, the holders or otherwise the creditors of the bonds will receive an irrevocable right, or they have – also due to a right to delivery of shares referring to shares of the Company – the obligation, to convert their bonds to registered no-par-value shares of the Company pursuant to the terms and conditions of the bonds as stipulated by the Executive Board, or to accept these. The conversion ratio is yielded by dividing the nominal value of a bond by the established conversion price of one registered no-par-value share of the Company. If the issue price of a bond is below its nominal value, the conversion ratio may also be yielded by dividing the issue price by the established conversion price of one no-par value share of the Company. When calculating the conversion ratio, a potential supplementary cash payment or a potential cash option premium may be added to the nominal value or issue price of a bond. The bond terms and conditions may provide for a variable conversion ratio and a calculation of the conversion price within a stipulated range (subject to the minimum price established below) based on the development of the stock exchange price of the Company’s shares during the term of the bond. In any case, the conversion ratio may be rounded up or off to a whole number; also in this case, a supplementary cash payment or a cash option premium and an offsetting payment for non-convertible residual amounts may be established. Moreover, it can be determined that non-convertible residual amounts are consolidated and/or settled in cash. §§ 9 section 1 and 199 section 2 AktG remain unaffected.

(4)   Option and conversion price; protection from dilution

Unless there is an option or conversion obligation or the right to delivery of shares referring to shares of the Company, the individually determined option or conversion price for a no-par-value share of the Company must be at least 80% of the non-weighted average closing price of the shares of the Company as quoted in the electronic trading system of the Frankfurt Stock Exchange for the ten trading days immediately preceding the day on which the Executive Board adopts the resolution approving the issuance of the bonds, or – in the event that a subscription right is granted – it must equal at least 80% of the non-weighted average stock exchange price of the shares of the Company as quoted in the electronic trading system of the Frankfurt Stock Exchange (i) during the subscription period with the exception of the days of the subscription period which are required to publicly announce the option and/or conversion price in good time in accordance with § 186 section 2 sentence 2 AktG, or (ii) if the Executive Board determines and publicly announces the option and/or conversion price earlier, during the last ten trading days preceding the resolution of the Executive Board on the determination of the option and/or conversion price.

In case of an option or conversion obligation or the right to delivery of shares referring to shares of the Company, the option or conversion price may under the specific terms and conditions of the bonds equal at least either the aforementioned minimum price or the volume-weighted average price of the no-par-value shares of the Company as quoted in the electronic trading system on the Frankfurt Stock Exchange during a reference period of 15 trading days prior to the date of final maturity, even if this average price is below the aforementioned minimum price (80%).

The prorated amount of the nominal capital of the no-par value shares of the Company to be issued must not exceed the nominal value of the bonds plus, if applicable, a supplementary cash payment or a cash option or conversion premium. §§ 9 section 1 and 199 section 2 AktG remain unaffected.

With regard to bonds with option or conversion rights or obligations, notwithstanding § 9 section 1 AktG, the option or conversion price may be reduced on the basis of an anti-dilution provision pursuant to more specific terms and conditions of the warrants or convertible bonds for the purpose of securing the rights of the holders or creditors of the bonds in accordance with or pursuant to the principles of § 216 section 3 AktG if, during the option or conversion period, the Company (i) increases the nominal capital from retained earnings by issuing new shares or (ii) increases the nominal capital or sells treasury shares (notwithstanding a possible exclusion of subscription rights for residual amounts) by granting an exclusive subscription right to the shareholders or (iii) while granting an exclusive subscription right to its shareholders, issuing, granting or guaranteeing further bonds with option or conversion rights or rights to delivery of shares referring to shares of the Company or option and/or conversion obligations (notwithstanding a possible exclusion of subscription rights for residual amounts), and in the cases (i) to (iii) the holders of already existing option or conversion rights or obligations are not granted the subscription right they would be entitled to by operation of law following the exercise of the option or conversion right or fulfillment of the option or conversion obligation. The reduction of the option and/or conversion price may also be effected by a cash payment when exercising option and/or conversion rights or when fulfilling option and/or conversion obligations. Insofar as required for the protection from dilution, the terms can provide for the number of option or conversion rights per bond to be adjusted in the aforementioned cases. The terms and conditions of the bonds may also provide for an adjustment in the option or conversion rights or obligations in the event that the Company's capital is reduced or other extraordinary courses of action or events occur, which are connected with an economic dilution of the value of the option and/or conversion rights or obligations (such as reorganizations, dividend payments or a change of control). §§ 9 section 1 and 199 section 2 AktG remain unaffected.

c)     Creation of a new Contingent Capital 2022

The nominal capital will be conditionally increased by up to EUR 12,500,000 through issuance of no more than 12,500,000 new no-par-value shares (Contingent Capital 2022). The contingent capital increase serves the issuance of no-par-value shares when exercising option or conversion rights or fulfilling the respective option and/or conversion obligations or, when exercising the Company’s right to choose to partially or in total deliver registered no-par-value shares of the Company instead of paying the due amount to the holders or creditors of bonds issued by the Company or a subordinated group company up to May 11, 2027 on the basis of the authorization resolution adopted by the Annual General Meeting on May 12, 2022. The new shares will be issued at the respective option or conversion price to be established in accordance with the aforementioned authorization resolution.

The contingent capital increase will be implemented only if bonds are issued in accordance with the authorization resolution adopted by the Annual General Meeting on May 12, 2022 (Agenda Item 7) and only to the extent that option or conversion rights are exercised or the holders or creditors of bonds obligated to exercise the option or conversion obligation fulfill their duties or to the extent that the Company exercises its rights to choose in order to issue no-par-value shares of the Company for the total amount or partially instead of a payment, insofar as no cash settlement is granted or treasury shares or shares in another public-listed company are used for serving these rights. The new shares shall carry dividend rights from the commencement of the financial year in which the shares are issued. In the event that, at the time of issuance of the new shares, no resolution on the appropriation of retained earnings for the financial year directly preceding the year in which the shares are issued has been passed, the Executive Board will be authorized, to the extent legally permissible, to determine that the new shares will carry dividend rights from the commencement of the financial year directly preceding the year in which the shares are issued. Furthermore, the Executive Board is authorized to stipulate additional details concerning the implementation of the contingent capital increase.

d)     Amendment of the Articles of Association

§ 4 section 4 of the Company’s Articles of Association shall be reworded as follows:

‘4.      The nominal capital is conditionally increased by up to EUR 12,500,000 divided into not more than 12,500,000 no-par-value shares (Contingent Capital 2022). The contingent capital increase serves the issuance of no-par-value shares when exercising option or conversion rights or fulfilling the respective option and/or conversion obligations or, when exercising the Company’s right to choose to partially or in total deliver registered no-par-value shares of the Company instead of paying the due amount to the holders or creditors of bonds issued by the Company or a subordinated group company up to May 11, 2027 on the basis of the authorization resolution adopted by the Annual General Meeting on May 12, 2022. The new shares will be issued at the respective option or conversion price to be established in accordance with the aforementioned authorization resolution. The contingent capital increase will be implemented only to the extent that holders or creditors of option or conversion rights or the persons obliged to exercise the option or conversion obligations based on bonds issued by the Company or a subordinated group company and guaranteed by the Company pursuant to the authorization of the Executive Board granted by the resolution adopted by the Annual General Meeting on May 12, 2022 (Agenda Item 7) up to May 11, 2027, exercise their option or conversion rights or, if they are obligated to exercise the option or conversion obligations, fulfill their obligations to exercise the warrant or convert the bond, or to the extent that the Company exercises its rights to choose to deliver shares in the Company for the total amount or a partial amount instead of payment of the amount due and insofar as no cash settlement, treasury shares or shares of another public-listed company are used to service these rights. The new shares will carry dividend rights from the commencement of the financial year in which the shares are issued. In the event that, at the time of issuance of the new shares, no resolution on the appropriation of retained earnings for the financial year directly preceding the year in which the shares are issued has been passed, the Executive Board is authorized, to the extent legally permissible, to determine that the new shares will carry dividend rights from the commencement of the financial year directly preceding the year in which the shares are issued. Furthermore, the Executive Board is authorized to stipulate additional details concerning the implementation of the contingent capital increase.’

The Executive Board is instructed to file the cancelation of the existing Contingent Capital 2018 and of § 4 section 4 of the Articles of Association in accordance with the above part a) as well as the resolution on § 4 section 4 of the Articles of Association in accordance with the above part d) for entry with the Commercial Register provided that the entry is made in the aforementioned order and that the cancelation of the existing Contingent Capital 2018 in accordance with the above part a) only takes place when it is ensured that the resolution on § 4 section 4 in accordance with the above part d) is entered directly thereafter.

The Supervisory Board is authorized to amend the wording of sections 1 and 4 of § 4 of the Articles of Association in accordance with the respective issuance of subscription shares and to make any further related amendments to the Articles of Association which only concern the wording. The same applies in the event that the authorization to issue bonds has not been used after expiry of the authorization period and in the event that the Contingent Capital has not been used after expiry of the periods for exercising option and conversion rights or for fulfilling conversion or option obligations.

The Executive Board's written report on Agenda Item 7 is set out following the Agenda under ‘IV. Report to the Annual General Meeting on Agenda Item 7‘and is also available on the Company’s website under www.adidas-group.com/agm from the day of convocation of the Annual General Meeting.

Resolution on the appointment of the auditor and Group auditor as well as of the auditor for a possible audit review of the half year financial report for the 2022 financial year

Based on the recommendation of 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 2022 financial year and as auditor for a possible audit review of the half year financial report for the 2022 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 (‘EU Audit Regulation’) and that no clause of the kind referred to in Article 16 section 6 of the EU Audit Regulation has been imposed upon it.

Resolution on the appointment of the auditor and Group auditor as well as of the auditor for a possible audit review of the half year financial report for the 2023 financial year

On the basis of the transitional periods of Article 41 EU Audit Regulation, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, may not be reappointed as auditor after June 17, 2023.

In order to allow ample time for a smooth handover, a tendering and selection process in accordance with the provisions of the EU Audit Regulation was started as early as in the 2021 financial year.

The Supervisory Board’s proposal is based on the recommendation and preference of its Audit Committee. On the basis of selection process conducted in accordance with Article 16 section 3 of the EU Audit Regulation, the Audit Committee recommended, stating its reasons, that the Supervisory Board propose to the Annual General Meeting to appoint as auditor and Group auditor for the 2023 financial year and as auditor for a possible audit review of the half year financial report for the 2023 financial year either PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main or BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg. The Audit Committee stated a well-founded preference for PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, declared vis-à-vis the Supervisory Board that since the start of the 2022 financial year which precedes the 2023 financial year to be audited, it guarantees and will guarantee in the future that the requirements of Article 5 section 1 subsection 2 item e) EU Audit Regulation are observed and that there are no and will be no professional, financial, personal or other relationships between the auditor, its directors, officers and audit managers on the one hand, and adidas AG and its management on the other hand, which may give rise to doubts about the auditor’s independence in view of the audit mandate to be assumed.

Therefore, based on the recommendation of the Supervisory Board’s Audit Committee, the Supervisory Board proposes to resolve as follows:

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, shall be appointed as auditor and Group auditor for the 2023 financial year and as auditor for a possible audit review of the half year financial report for the 2023 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 Audit Regulation and that no clause of the kind referred to in Article 16 section 6 of the EU Audit Regulation has been imposed upon it.

Report of the Executive Board on Agenda Item 7 pursuant to §§ 221 section 4 sentence 2, 186 section 4 sentence 2 AktG

Under Agenda Item 7, the Executive Board and Supervisory Board propose the revocation of the existing authorization to issue bonds resolved upon by the Annual General Meeting on May 9, 2018 under Agenda Item 8 as well as the cancelation of the Contingent Capital 2018, to resolve upon a new authorization to issue bonds with warrants and/or convertible bonds as well as upon a new Contingent Capital 2022 and to amend § 4 section 4 of the Articles of Association accordingly.

Pursuant to §§ 221 section 4 sentence 2, 186, section 4 sentence 2 AktG, the Executive Board issues a written report on the authorization to exclude subscription rights in connection with the newly-proposed authorization, which is released in full hereafter:

GENERAL PROVISIONS
The existing authorization resolved upon by the Annual General Meeting on May 9, 2018 under Agenda Item 8 to issue bonds with warrants and/or convertible bonds (‘bonds’), which has not been utilized so far, expires on May 8, 2023. In order to ensure that the Executive Board is continually authorized to issue bonds with the possibility of excluding shareholders’ subscription rights, a new authorization is to be created as early as at the Annual General Meeting on May 12, 2022 and the existing authorization is to be revoked. The now proposed authorization to issue bonds with an aggregate nominal value of up to EUR 4,000,000,000 and the creation of the new Contingent Capital 2022 of up to EUR 12,500,000, replacing the authorization adopted in 2018 and expiring in 2023 and the related Contingent Capital 2018, the revocation and cancelation of which are proposed to the Annual General Meeting, shall maintain certain options of the Company for financing its business activities and shall permit the Executive Board to utilize financing opportunities more flexibly and in a more timely manner in the best interest of the Company - particularly in the event that the conditions on capital markets are favorable.

There is an additional limit for the issuance of bonds with regard to the maximum number of underlying shares, i.e. the shares for which option rights, option obligations, conversion rights and/or conversion obligations are granted or imposed. The pro-rata amount of the nominal capital attributable to these shares together with any shares issued from authorized capital is limited to 40% of the nominal capital. In this way, it is ensured that this authorization to issue bonds could no longer be used if the volume of 40% of the nominal capital was reached together with any shares issued from authorized capital. Exceeding this volume would then only be possible after another involvement of the Annual General Meeting.

ISSUE PRICE FOR THE NEW SHARES
The issue price for the new shares must be equal to at least 80% of the price quoted on the stock exchange close to the time the bonds are issued. In this way, it is possible for the conditions of the bonds to take into account the respective capital market situation at the time when they are issued. In the event of conversion obligations or a right to delivery of shares on the part of the Company, the option and/or conversion price can be oriented toward the average stock market price of the share of the Company prior to issuance of the shares, even if this price is lower than the abovementioned minimum price. This design enables the Company to successfully place the bonds, taking into account the market situation at the time of issuance, under conditions most advantageous for the Company.

SHAREHOLDERS’ SUBSCRIPTION RIGHTS 
In general, the shareholders have a statutory right to subscribe the bonds linked to option or conversion rights or option or conversion obligations or a right of the Company to choose to deliver upon maturity no-par value shares of the Company for the partial or total amount instead of a payment of the amount due (‘right to delivery of shares’) (§§ 221 section 4, 186 section 1 AktG). To the extent that shareholders are not able to directly subscribe the bonds, the Executive Board may use the possibility to offer bonds to a credit institution or other a company of equal status as defined by law or in the resolution proposal or to a group or a syndicate of banks and/or such companies with the obligation to offer the bonds to the shareholders in accordance with their subscription rights (indirect subscription right within the meaning of § 221 section 4 sentence 2 in conjunction with § 186 section 5 AktG). If the bonds are offered by a subordinated group company, the Company must guarantee accordingly that the Company’s shareholders are granted the statutory subscription right.

EXCLUSION OF SUBSCRIPTION RIGHTS FOR RESIDUAL AMOUNTS AND FOR BONDS ALREADY ISSUED
The exclusion of subscription rights for residual amounts will make it possible to utilize the requested authorization using round amounts. This will simplify the handling of the shareholders' subscription rights and thus the technical implementation of the offering. At the same time, the value of such residual amounts is usually low for the individual shareholder and the potential dilution effect is generally minor due to the limitation of the residual amounts. Furthermore, the resolution proposal comprises the authorization to exclude the subscription right in favor of the holders or creditors of option and/or conversion rights or option and/or conversion obligations already issued or of bonds which are linked to a right to delivery of shares on the part of the Company. The advantage is that the option and/or conversion price for the option and/or conversion obligations already issued does not have to be reduced and cash inflow is thus higher on the whole. Thus, both cases of subscription rights exclusion will be in the best interest of the Company and its shareholders. 

EXCLUSION OF SUBSCRIPTION RIGHTS WHEN ISSUING BONDS AGAINST CASH PAYMENT AT MARKET VALUE
The Executive Board is further authorized, subject to Supervisory Board approval, to fully exclude the shareholders' subscription rights, if the bonds are issued against cash payment at a price which is not significantly below the market value of these bonds. This authorization will provide the Company with an opportunity to exploit favorable market conditions quickly and on short notice and to gain - through a more timely assessment of the conditions - better terms and conditions in setting the interest rate, the option and/or conversion price or the issue price for the bonds. The ability to set conditions in accordance with the current market environment and to implement a smooth placement would not be possible if subscription rights were maintained. § 186 section 2 AktG permits the subscription price (and thus, the terms and conditions of such bonds) to be published up to the last but second day of the subscription period. Nevertheless, in view of the frequently observed volatility on the stock markets, a market risk will persist for several days, which leads to uncertainty discounts in setting the conditions of the bond and results in conditions which are not in tune with the market environment. Furthermore, when subscription rights exist, the successful placement with third parties is jeopardized or is associated with additional expenses due to uncertainty connected with the exercise of such subscription rights (subscription behavior). Finally, when granting subscription rights, the Company is not able to react on a short-term basis to favorable or unfavorable market situations due to the length of the subscription period, but is subjected to declining share prices during the subscription period which may require equity procurement which is unfavorable for the Company. 

Pursuant to § 221 section 4 sentence 2 AktG, the provisions of § 186 section 3 sentence 4 AktG shall apply mutatis mutandis in the event that the subscription rights are completely excluded. The resolution must observe the parameters set forth in the aforementioned statutory provision, which limits the subscription rights exclusion to 10% of the nominal capital. The volume of the contingent capital, which, in this case, may only be provided to serve the purpose of backing up the option or conversion rights or obligations or the Company’s rights to delivery of shares, may not exceed 10% of the nominal capital existing when the authorization to exclude subscription rights in accordance with § 186 section 3 sentence 4 AktG becomes effective. This is already guaranteed by the limitation of the contingent capital to 12,500,000 shares. By including an according specification in the authorization resolution, it is guaranteed that even in case of a capital reduction, the 10% limit will not be exceeded as the authorization to exclude the subscription rights may explicitly not exceed 10% of the nominal capital, neither at the point of becoming effective nor - in case this amount is lower - at the point of exercising the aforementioned authorization. Shares which are issued or sold in accordance with § 186 section 3 sentence 4 AktG during the term of this authorization as well as shares to be issued or granted during the term of this authorization on the basis of a bond issued in accordance with this provision with the exclusion of subscription rights utilizing another authorization, shall be attributed to the aforementioned limit of 10%. This includes, in particular, treasury shares, which are sold in accordance with § 186 section 3 sentence 4 AktG while excluding the subscription rights, as well as any new shares which are issued in the context of a cash capital increase in accordance with § 186 section 3 sentence 4 AktG or pursuant to § 203 in conjunction with § 186 section 3 sentence 4 AktG while excluding subscription rights if the sale or issuance is carried out during the term of this authorization prior to an issuance of bonds, while excluding the subscription rights pursuant to § 186 section 3 sentence 4 AktG. Furthermore, shares for which there are option or conversion rights, option or conversion obligations or a right to delivery of shares in favor of the Company due to bonds with warrants or convertible bonds issued by the Company or its subordinated group companies, subject to the exclusion of subscription rights, in accordance with § 221 section 4 sentence 2 in conjunction with § 186 section 3 sentence 4 AktG during the term of this authorization based on other authorizations are attributed to the above-mentioned limit of 10%. 

§ 186 section 3 sentence 4 AktG further provides that the issue price may not be significantly below the stock exchange price of the shares. This statutory provision is intended to ensure that there is no appreciable economic dilution of the share value. Whether or not such a dilution effect occurs when issuing bonds, subject to exclusion of subscription rights, can be determined by calculating the hypothetical market value of the bonds using recognized, in particular financial calculation methods and comparing it with the issue price of the bonds. If, after a thorough examination, this issue price is not significantly below the hypothetical stock exchange price at the time that the bonds are issued, then – in accordance with the meaning and purpose of § 186 section 3 sentence 4 AktG – the subscription rights may be excluded since the discount will be deemed merely insignificant. The resolution therefore provides that the Executive Board, prior to the issuance of the bonds, must conclude, following an examination, that the stipulated issue price intended for the bonds will not lead to any appreciable dilution of the stock market price as the price of the bonds is not significantly below the hypothetical market value computed using, in particular, recognized financial calculation methods. Thus, the market value computed of a subscription right may sink to almost zero, so that the exclusion of subscription rights cannot lead to an appreciable economic disadvantage for the shareholders. All of this is intended to ensure that there is no appreciable dilution of the share value by the exclusion of subscription rights.

Moreover, the shareholders always have the possibility to maintain their share in the nominal capital of the Company even after exercising option and/or conversion rights or after maturity of option and/or conversion obligations by acquiring shares on the stock market. In contrast, the authorization to exclusion of subscription rights enables the Company to set conditions in accordance with the current market environment, maximum security with regard to placement with third parties and the short-term use of favorable market situations.

Furthermore, the authorization to exclude subscription rights under this authorization may only be used to the extent that the total number (i) of shares to be issued under bonds which are issued with the exclusion of subscription rights based on this authorization and (ii) of shares which are issued from an authorized capital with the exclusion of subscription rights during the term of this authorization may not exceed a pro-rata amount of 10% of the nominal capital on the date of the entry of this authorization with the Commercial Register.

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

The Executive Board decided with the Supervisory Board’s approval that the 2022 Annual General Meeting will be held as a virtual Annual General Meeting in accordance with § 1 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 no. 14 2020, p. 570) as amended by 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 no. 67 2020, p. 3332), the application of which has been extended until August 31, 2022 by the Act for the Establishment of a Special Fund ‚Development Aid 2021’ and on the Temporary Suspension of the Insolvency Filing Obligation Due to Heavy Rainfall and Floods in July 2021 as well as to Amend Other Laws of September 10, 2021 (Gesetz zur Errichtung eines Sondervermögens ‚Aufbauhilfe 2021‘ und zur vorübergehenden Aussetzung der Insolvenzantragspflicht wegen Starkregenfällen und Hochwassern im Juli 2021 sowie zur Änderung weiterer Gesetze) (Federal Gazette I no. 63 2021, p. 4153) (‘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 2022 Annual General meeting will be transmitted live online on May 12, 2022, 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 (‘shareholder portal’). 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 2022 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. 

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, 2022 (12:00 p.m.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 reach the Company via one of the ways specified below, 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 e-mail to anmeldestelle@computershare.de

(together ‘adidas contact addresses’).

Registrations which are received by the Company later than May 5, 2022, 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, 2022, 12:00 p.m. CEST, (so-called Technical Record Date) until the day of the Annual General Meeting on May 12, 2022 (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 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, 2022, 12:00 p.m. CEST. Votes cast by mail 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, 2022, 12:00 p.m. 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 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, 2022, 12:00 p.m. CEST. Powers of representation or instructions to the proxies appointed by the Company by mail 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, 2022, 12:00 p.m. 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.

COMMON PROVISIONS FOR VOTING BY MEANS OF ELECTRONIC OR WRITTEN POSTAL VOTE AS WELL AS FOR THE PROXY VOTING PROCEDURE AND GIVING INSTRUCTIONS TO THE PROXIES APPOINTED BY THE COMPANY

If declarations on casting, changing or revoking postal votes or on powers of representation and instructions to the proxies appointed by the Company are submitted in a timely manner via several ways of transmission, they are considered in the following order, irrespective of their time of receipt: (1) electronically via the shareholder portal, (2) via e-mail, and (3) via mail.

If formally valid declarations submitted in one and the same way deviate from one another using more than one form of exercising voting rights, the following applies: Postal votes take priority over powers of representation granted and, if applicable, instructions given to the proxies appointed by the Company and the latter take priority over powers of representations granted and instructions given to intermediaries, shareholders’ associations, proxy advisors within the meaning of § 134a AktG and other persons of equal status in accordance with § 135 section 8 AktG.

Any votes submitted via postal vote and powers of representation granted and, if applicable, 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 in case of § 124 section 1 AktG are published in this convocation or at a later point in time or for which proposals are published pursuant to §§ 122 section 2, 126, 127 AktG. 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, electronically 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 granted, changed or revoked via the adidas contact addresses until May 11, 2022, 12:00 p.m. CEST (receipt by the Company). Powers of representation may be granted, changed or revoked via the shareholder portal until the beginning of the voting at the virtual Annual General Meeting.

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, 2022, 12:00 p.m. 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).

Should an intermediary, a shareholders’ association, a proxy advisor within the meaning of § 134a AktG and another person of equal status in accordance with § 135 section 8 AktG not be prepared to represent the shareholder, the proxies appointed by the Company are granted power of representation in accordance with instructions. 

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 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, 2022, 12:00 p.m. 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 election or appointment proposals must be received by the Company by April 27, 2022, 12:00 p.m. 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 to 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’ proposals on 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 sentence 1 no. 3 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, 2022, 12:00 p.m. 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. In particular, the Executive Board reserves the right to answer submitted questions individually or to answer several questions together. Moreover, pursuant to the requirements stipulated in more detail in § 131 section 3 AktG, the Executive Board is entitled to refuse to provide information.

Furthermore, on a voluntary basis, the Company provides shareholders with the opportunity to submit follow-up questions to the Company by means of electronic communication during the Annual General Meeting itself. Shareholders may only ask follow-up questions which relate to the questions they themselves submitted before the Annual General Meeting via the shareholder portal observing the procedure described above. The follow-up questions must be submitted in German also exclusively via the shareholder portal during the Annual General Meeting in the time frame set by the Chairman. Each eligible shareholder or representative may submit only one follow-up question per one of their own questions submitted previously in good time via the shareholder portal.

This opportunity to submit follow-up questions provided by the Company on a voluntary basis does not give rise to any right to information pursuant to § 131 section 1 AktG or right to ask questions pursuant to § 1 section 2 sentence 1 no. 3 COVID-19 Act. The Executive Board decides at its duty-bound, free discretion if and how it wishes to answer such questions submitted during the Annual General Meeting. In particular, in the interest of conducting the Annual General Meeting efficiently, it can decide to further limit the number of follow-up questions to be answered, summarize follow-up questions and their answers and, in the interest of the other shareholders, select appropriate follow-up questions to be answered from among those submitted. Nevertheless, the Executive Board and the Supervisory Board will attempt to answer all follow-up questions during the Annual General Meeting. The Chairman of the meeting may set an appropriate time frame for answering the follow-up questions. In particular, the Chairman is at liberty, at the beginning of or during the Meeting, to set an appropriate time frame for the individual follow-up questions or the follow-up questions overall.

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 submit statements relating to the Agenda 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 such statements via the shareholder portal under www.adidas-group.com/agm-service until May 9, 2022, 12:00 p.m. CEST. The length of a statement must not exceed 10,000 characters or – in case of a video statement – a length of three minutes. Video statements are only permissible if the shareholder or their representative personally appear in the video.

We would like to point out that there is no legal right to the publication of a statement. The Company reserves the right not to publish, in particular, statements with offensive, discriminatory, criminally relevant or obviously false or misleading content or without reference to the Agenda. The same applies to statements in a language other than German and statements that exceed a length of 10,000 characters or – in case of a video statement – a length of three minutes, or that do not fulfill the technical requirements or that have not been submitted as specified above by the above-mentioned point in time. The Company also reserves the right to publish only one statement per shareholder.

If statements that are properly submitted in accordance with the provisions specified are made available prior to the Annual General Meeting, they will be published in the shareholder portal under www.adidas-group.com/agm-service.

The Company also plans to show the submitted video statements during the webcast of the Annual General Meeting which is publicly available. However, the Executive Board may decide at its free discretion to forego the presentation of the statements entirely if such presentation would prevent the Annual General Meeting from being held within a reasonable time frame. The Executive Board may also decide at its free discretion to show only some of the video statements submitted. For its decision, it may take into account, in particular, the statement’s connection to the Agenda, the time required to show the statement, the number of video statements submitted and the number of shares owned by the submitting shareholder or their representative and may give preference to shareholders’ associations or investment companies. There is no legal right to a video statement being shown.

Statements will be made available in the shareholder portal and shown during the Annual General Meeting disclosing the submitting shareholder’s name or the name of their representative. This requires that the submitting shareholder or representative give their consent to this.

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

Any motions, nominations or appointment proposals, questions or objections against resolutions of the Annual General Meetings in the statements submitted will not be taken into account and must be submitted exclusively by the means described in this convocation.

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.

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.

They key content of the Chief Executive Officer’s speech is made available already before the Annual General Meeting. Moreover, a recording of the entire speech 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 results of the votes can be found on the Company's website shortly after the Annual General Meeting. 

As at the date of convocation of the Annual General Meeting, the Company’s nominal capital amounts to EUR 192,100,000 divided into 192,100,000 registered no-par-value shares. Each share grants one vote. Therefore, the total number of shares and voting rights amounts to 192,100,000. This total number of shares includes 4,646,808 treasury shares held by the Company at the date of convocation which do not confer any rights to the Company. 

The entire 2022 Annual General meeting will be transmitted live online on May 12, 2022, 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 (‘shareholder portal’). 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 2022

adidas AG
The Executive Board