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Declaration of Compliance

Once a year, the Executive Board and the Supervisory Board of adidas AG issue a declaration of compliance pursuant to § 161 German Stock Corporation Act.

The German Corporate Governance Code provides guidelines for the management and supervision of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The German Corporate Governance Code aims at promoting the trust of shareholders, business partners, employees and the general public in the management of German stock corporations.

​​​​​​​We have examined the subject of corporate governance in depth and comply with almost all recommendations contained in the German Corporate Governance Code.

DECLARATION OF COMPLIANCE 2023

Declaration of the adidas AG Executive Board and Supervisory Board on the German Corporate Governance Code pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG)

The adidas AG Executive Board and Supervisory Board issued their last Declaration of Compliance pursuant to § 161 AktG in December 2022 and made an intra-year change in July 2023. The following declaration refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ in the version of April 28, 2022, published in the Federal Gazette on June 27, 2022 (‘Code’).

The adidas AG Exeutive Board and Supervisory Board declare that since the publication of their last complete Declaration of Compliance in December 2022, the recommendations of the Code have been and are met with the following exceptions:

Recommendation C.5 Alternative 1

One member of the Supervisory Board, Ian Gallienne, holds more than two mandates in supervisory bodies of non-group companies which are listed at a stock exchange or have similar requirements. Ian Gallienne is Chief Executive Officer of Groupe Bruxelles Lambert (‘GBL’). GBL is a holding company that is regularly represented in the supervisory bodies of portfolio companies as an institutional investor, inter alia, by its Chief Executive Officer. All companies (apart from adidas AG) in which Ian Gallienne is a member of the supervisory body are portfolio companies or subsidiaries of GBL or are under joint control of GBL and therefore belong to the same group of companies. They have to be attributed to his main occupation as Chief Executive Officer of GBL.

We are of the opinion that in accordance with its rationale, recommendation C.5 alternative 1 of the Code is thus not applicable to Ian Gallienne. For precautionary reasons, however, a deviation is declared. The Supervisory Board has also assured itself that Ian Gallienne has sufficient time to duly perform his duties as a member of the Supervisory Board of adidas AG.

Recommendation C.5

As already declared in July 2023, the former mandate of Chief Executive Officer Bjørn Gulden at Essity Aktiebolag (publ.), a listed stock corporation under the laws of the Kingdom of Sweden, has ended in the meantime. Consequently, there is no longer any deviation from recommendation C.5 of the Code due to non‑group mandates held by Bjørn Gulden.

Recommendation C.5 Alternative 2

The Chairman of the Supervisory Board, Thomas Rabe, is also Chief Executive Officer of the listed company RTL Group S.A., Luxembourg. In this respect, the company deviates from recommendation C.5 alternative 2 of the Code. However, the Supervisory Board is convinced that Thomas Rabe’s mandate at RTL Group S.A. does not affect the due performance of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Thomas Rabe has sufficient time to perform his duties.

Recommendations G.9, G.10, and G.12

In connection with Amanda Rajkumar’s departure from the Executive Board with effect upon expiry of July 15, 2023, deviations were made from recommendations G.9, G.10, and G.12 of the Code to the effect that, with regard to a final agreement on the termination of the Executive Board mandate, adidas AG paid out prematurely in cash the short-term and long-term variable compensation components for the 2023 financial year at a fixed amount. Moreover, Ms. Rajkumar is not obliged to invest the amount attributable to the long-term variable compensation into adidas AG shares. Furthermore, the lock-up period for adidas AG shares from the 2021 tranche of the long-term variable compensation was terminated early.

Herzogenaurach, December 2023

 

For the Executive Board                               For the Supervisory Board

– Chief Executive Officer –                           – Chairman of the Supervisory Board –

sgd. Bjørn Gulden                                          sgd. Thomas Rabe

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