Business
Adidas : Articles of Association (adidas AG Articles of Association May 2026)
Adidas : Articles of Association (adidas AG Articles of Association May
About this update from Adidas Ag
Articles of Association of adidas AG Herzogenaurach as amended on May 28, 2026 Convenience translation. In the event of any differences in interpretation, the German version shall prevail. ARTICLES OF ASSOCIATION of adidas AG § 1 Corporate Name, Place of Registered Office and Financial Year The name of the publicly listed Company is adidas AG The registered office of the Company shall be located in Herzogenaurach. The financial year of the Company shall be the calendar year. § 2 Purpose of the Company The purpose of the Company is the development, production and distribution of apparel, footwear, equipment and other products as well as of IT-based applications and products and the rendering of services in the areas of sports and leisure as well as adjoining fields. The Company may also restrict its respective activities to part of the activities specified in section 1. It may also pursue the purpose of the Company pursuant to section 1, either completely or partially, through affiliated companies within the meaning of §§ 15 et seq. German Stock Corporation Act (Aktiengesetz - AktG). The Company is entitled to all measures and business transactions which are appropriate to directly or indirectly promote the purpose of the Company pursuant to section 1. This also includes the establishment of branches in Germany and abroad. Furthermore, the Company may, in particular, establish, acquire or sell other companies of the same or a similar type or directly or indirectly establish participations in such companies and financial participations and assume the management or may restrict itself to the administration of the holdings. § 3 Publications and Transmission of Data Official announcements by the Company shall be published in the German Federal Gazette (Bundesanzeiger). The Company shall be authorized to transmit information to its shareholders by electronic means subject to their approval. § 4 Nominal Capital The nominal capital of the Company shall be EUR 180,000,000 and be divided into 180,000,000 no-par-value shares. The Executive Board shall be entitled 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 2025/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 shall be authorized, subject to Supervisory Board approval, to exclude residual amounts from shareholders' subscription rights. The Executive Board shall be entitled 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 kind and/or cash once or several times by no more than EUR 20,000,000 altogether (Authorized Capital 2025/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 shall be 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 cash 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. However, the authorization to exclude subscription rights under this authorization 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 by the Company since May 15, 2025, 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 while excluding subscription rights, 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 - on 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 and any shares issued while excluding subscription rights for residual amounts shall not be taken into account. The Authorized Capital 2025/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. The nominal capital is conditionally increased by up to EUR 12,500,000 divided into not more than 12,500,000 registered no-par-value shares (Contingent Capital 2026). 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 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 6, 2031, on the basis of the authorization resolution adopted by the Annual General Meeting on May 7, 2026. 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 obligated 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 7, 2026 (Agenda Item 9), up to May 6, 2031, 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. Upon issuance of new shares, the beginning of profit-participation may be fixed in deviation from § 60 section 2 AktG. The shares shall be no-par-value shares and shall be registered. In case a resolution on a capital increase does not stipulate whether the new shares are bearer shares or registered shares, they shall be registered shares. Shareholders holding registered shares must submit to the Company the data required in accordance with statutory provisions for entry into the share register. The Executive Board, in agreement with the Supervisory Board, shall decide upon form and contents of the share certificates, profit share and renewal coupons. The Company shall be entitled to document its total nominal capital by one or several multiple share certificates. The shareholders' claim to the issuance of individual share certificates shall be excluded unless such issuance is required in accordance with the regulations valid at a stock exchange at which the shares are admitted. § 5 Corporate Bodies Corporate bodies are: the Executive Board the Supervisory Board the General Meeting § 6 Executive Board The Executive Board shall consist of at least two persons. The exact number of Executive Board members shall be determined by the Supervisory Board through the respective appointment or cancelation of the appointment of Executive Board members. The Supervisory Board may appoint a Chairman as well as a Deputy Chairman of the Executive Board.