adidas AG

EANS-General Meeting: adidas AG
Announcement convening the general meeting

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adidas AG Herzogenaurach

ISIN: DE0005003404

We are herewith inviting our shareholders to the

Annual General Meeting

which takes place

on Thursday, May 6, 2010, 10:30 hrs

in the Stadthalle Fuerth, Rosenstrasse 50, 90762 Fuerth, Germany.

AGENDA

[1]   Presentation of the adopted annual financial statements of adidas  AG  and
        of the approved consolidated financial statements  as  of  December  31,
        2009, of the management report of adidas AG and of the Group  management
        report, the Explanatory Report of the Executive Board on the Disclosures
        pursuant to § 289 sections 4 and 5, § 315 section  4  German  Commercial
        Code (Handelsgesetzbuch - HGB) as  well  as  of  the  Supervisory  Board
        Report for the financial year 2009


        As, in accordance with the legislatory intention,  the  presentation  of
        the above-mentioned documents only serves the purpose of  informing  the
        Annual General Meeting, no resolution will  be  passed  on  this  agenda
        item. The 2009 annual financial statements have already been approved by
        the Supervisory Board and are thus adopted.


[2]   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  284,555,044.87
        which were reported in the adopted annual financial statements of adidas
        AG as per December 31, 2009, as follows:


        Payment of a dividend of EUR 0.35 per no-par-value share on the
        dividend-entitled nominal capital, i.e. EUR 73,225,665.10 as total
        dividend and carrying forward the remaining amount of
        EUR 211,329,379.77 to new account. The dividend shall be payable on
        May 7, 2010.

            Total dividend                   EUR   73,225,665.10
            Carried forward to new account   EUR   211,329,379.77
            ----------------------------------------------------------------
            Retained Earnings                EUR   284,555,044.87


        At the time of convocation, the Company does not  possess  any  treasury
        shares. The number of shares entitled to the payment of a  dividend  may
        decrease until the  Annual  General  Meeting  due  to  a  repurchase  of
        treasury shares (with or without subsequent cancellation or sale of  the
        repurchased  shares).  In  this  case,  an  amended  proposal   on   the
        appropriation of retained earnings  will  be  presented  to  the  Annual
        General Meeting with  the  payment  per  dividend-entitled  no-par-value
        share  remaining  unchanged  at  EUR 0.35  providing  for  an  according
        reduction of the dividend amount to be distributed to  the  shareholders
        as well as an according increase of the amount carried  forward  to  new
        account.


[3]   Resolution on the ratification of the actions of the Executive  Board  for
        the financial year 2009

        The Executive Board and the Supervisory Board propose  the  ratification
        of the actions of the Executive Board members  for  the  financial  year
        2009.


[4]   Resolution on the ratification of the actions  of  the  Supervisory  Board
        for the financial year 2009

        The Executive Board and the Supervisory Board propose  the  ratification
        of the actions of the Supervisory  Board  members  as  well  as  of  the
        Supervisory Board members who resigned in 2009 for  the  financial  year
        2009.


[5]   Resolution on the approval of the compensation system for the  members  of
        the Executive Board

        The German Act on the Appropriateness of Management  Board  Remuneration
        (Gesetz zur Angemessenheit der Vorstandsvergütung - VorstAG), which came
        into force on August 5, 2009, enables  the  Annual  General  Meeting  to
        resolve upon the approval of the compensation system for members of  the
        Executive  Board  (§  120  section  4  German  Stock   Corporation   Act
        [Aktiengesetz - AktG]). This is to be applied. The  compensation  system
        for the members of the  Company´s  Executive  Board  is  illustrated  in
        detail in the Compensation Report, which has been published as  part  of
        the  Declaration  on  Corporate  Governance  including   the   Corporate
        Governance Report in the 2009 Annual Report.

        The Executive Board and the Supervisory Board propose  the  approval  of
        the Executive Board members´ compensation system.


[6]   Resolution on the adjustment to §§ 19 section  2,  20  sections  1  and  4
        (Time Period for Convocation  and  Registration,  Participation  in  the
        General Meeting) of the Articles of  Association;  revocation  of  §  19
        section 4 and the amendment to § 21 of the Articles of Association


        The German Act on the Implementation of the Shareholder Rights Directive
        (Gesetz zur Umsetzung der Aktionärsrechterichtlinie - ARUG), which  came
        into force on September 1, 2009,  includes  several  amendments  to  the
        provisions of the AktG on convening and conducting the General  Meeting.
        The amendments to the Articles of Association proposed hereinafter serve
        the adjustment to the Articles of Association in accordance  with  these
        new provisions.

        a)  Amendment to § 19 section 2 of the Articles of Association

           The provision on the period of notice for the Meeting (§ 19  section
           2) included in the Articles of Association is to be adjusted in line
           with the amended wording of § 123 sections 1 and 2 AktG.

           Up to now, § 19 section 2 of the Articles of Association has read as
           follows:

           "2.   The General Meeting shall be called  by  the  Executive  Board
                with at least thirty days´ notice before the final  registration
                date (§ 20 section 1). The legal right of other persons to  call
                the General Meeting shall remain unaffected."

           The Executive Board and the Supervisory Board propose the  following
           resolutions:

           § 19 section 2 of the Articles of Association is to be  reworded  as
           follows:

           "2.   The General Meeting shall be convened - insofar as no  shorter
                notice period is admissible pursuant to statutory  provisions  -
                at least thirty days prior to the day of the meeting. The day of
                the General Meeting and the day  of  convocation  shall  not  be
                counted. The time for convocation extends by  the  days  of  the
                time period for registration (§ 20 section 1)."

        b)  Amendment to § 20 section 1 of the Articles of Association

           The regulations in § 20 section 1 of the Articles of Association  on
           the time period for registration  is  to  be  adjusted  to  the  new
           statutory regulation in § 123 section 2 AktG. This is also to  offer
           the possibility of having a shorter time period for registration  in
           particular cases.

           Up to now, § 20 section 1 of the Articles of Association has read as
           follows:

           "1.   Shareholders wishing to participate in  general  meetings  and
                exercise their voting  rights  must  register  for  the  General
                Meeting  and  provide  proof   of   their   authorisation.   The
                registration and proof of authorisation must reach  the  Company
                at the address specified in the invitation not  later  than  the
                seventh day before the general meeting (registration date)."

           The Executive Board and the Supervisory Board propose the  following
           resolutions:

           § 20 section 1 of the Articles of Association is to be  reworded  as
           follows:

           "1.   Shareholders wishing to participate in  general  meetings  and
                exercise their voting  rights  must  register  for  the  General
                Meeting  and  provide  proof   of   their   authorisation.   The
                registration and proof of authorisation must reach  the  Company
                at the address specified in the invitation  not  later  than  at
                least six days prior to the  General  Meeting.  A  shorter  time
                period calculated  in  days  for  the  registration  and/or  the
                receipt of the proof of authorisation may be stipulated  in  the
                invitation. The day of  the  General  Meeting  and  the  day  of
                receipt shall not be counted."

        c)  Revocation of § 19 section 4 and adjustment to §  20  section  4  as
           well as amendment to § 21 of the Articles of Association

           § 118 section 2 AktG only stipulates the  shareholders´  possibility
           of  casting  their  votes  in  writing  or  by  way  of   electronic
           communication  (so-called  "postal  vote")  even  if  they  do   not
           participate in the Annual General Meeting. The  Executive  Board  is
           hence  to  be  authorised  to  allow  for  such  postal  vote.   For
           shareholders, this postal vote is similar to the proxy granted prior
           to  the  Annual  General   Meeting   including   individual   voting
           instructions as in accordance with the current law. Furthermore, the
           provisions stipulated under § 118 section 4 AktG on audio  or  video
           transmission of the Annual General Meeting have  been  changed.  The
           Articles of Association are to be amended accordingly. Finally,  the
           corresponding amendments to the Articles of Association  are  to  be
           inserted  into  the  appropriate  sections  of   the   Articles   of
           Association.

           Up to now, § 19 section 4 of the Articles of Association has read as
           follows:

           "4.   The Company may allow the participation in the General Meeting
                by means of  electronic  telecommunication  as  far  as  legally
                admissible."

           Up to now, § 20 section 4 of the Articles of Association has read as
           follows:

           "4.   The invitation to the General  Meeting  may  provide  for  the
                participation in the General Meeting, its transmission  as  well
                as  the  participation  in  votes  or  the  exercise  of   other
                participation rights of the shareholders by electronic or  other
                means of telecommunication as far as legally admissible."

           The Executive Board and the Supervisory Board propose the  following
           resolutions:

           § 19 section 4 of the Articles of Association shall be revoked.

           § 20 section 4 of the Articles of Association is to be  reworded  as
           follows:

           "4.   The Executive Board is authorised to permit  the  complete  or
                partial video and/or audio transmission of the  General  Meeting
                in a manner determined in detail."

           In § 21 of the Articles of Association the following new  section  4
           is to be added:

           "4.   The Executive Board is authorised to allow for shareholders to
                cast their votes also without participating in the  meeting,  in
                writing or by way of electronic communication (postal vote). The
                Executive Board is also authorised  to  make  decisions  on  the
                respective method. § 20 section 1 of the Articles of Association
                is also applicable in case  of  postal  votes.  Insofar  as  the
                Executive Board utilises  this  authorisation,  this  is  to  be
                announced in the invitation."


(7)   Resolution on the cancellation of the Authorised Capital pursuant to  §  4
        section 4 of the Articles of Association,  on  the  creation  of  a  new
        Authorised  Capital  together  with   the   authorisation   to   exclude
        subscription rights as well  as  on  the  respective  amendment  to  the
        Articles of Association

        The hitherto unused authorisation 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, if  required  while  excluding
        subscription rights, by up to EUR 20,000,000 (Authorised  Capital  2006)
        expires on May 28, 2011.

        The Executive Board and the  Supervisory  Board  propose  the  following
        resolutions:

        1)  § 4 section 4 of the Articles of Association is to be cancelled with
           effect from the entry of the new wording of § 4  section  4  of  the
           Articles of Association with the commercial register.

        2)  A new authorised capital in the amount of EUR 20,000,000  is  to  be
           created. For this  purpose,  §  4  section  4  of  the  Articles  of
           Association shall be reworded as follows:

           "4.   The Executive Board shall be entitled for a duration  of  five
                years effective from the entry of this  authorisation  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 however by  no  more
                than EUR 20,000,000 altogether (Authorised  Capital  2010).  The
                new shares  may  also  be  offered  to  one  or  more  financial
                institution(s) and/or one or more companies acting in accordance
                with § 53 section 1 sentence 1 or § 53b section 1 sentence 1  or
                section 7 German Banking Act (Gesetz über das Kreditwesen - KWG)
                or to a group or a syndicate  of  banks  and/or  such  companies
                subject to the obligation to offer them to the shareholders  for
                subscription (indirect subscription right). The Executive  Board
                may, subject to Supervisory Board approval,  exclude  fractional
                shares from shareholders' subscription rights. Additionally, the
                Executive Board may,  subject  to  Supervisory  Board  approval,
                exclude shareholders' subscription rights when issuing  the  new
                shares at a value not essentially below the stock exchange value
                of shares with the same features. The authorisation  to  exclude
                subscription rights  pursuant  to  the  previous  sentence  may,
                however, 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  6,  2010,  subject  to  the
                exclusion of subscription rights pursuant to  or  in  accordance
                with § 186 section  3  sentence  4  AktG  on  the  basis  of  an
                authorised capital or following a repurchase or for which option
                or conversion rights  have  been  granted  after  May  6,  2010,
                through the issuance of  convertible  bonds  and/or  bonds  with
                warrants, with subscription rights excluded  pursuant  to  § 186
                section 3 sentence 4 AktG, does not exceed 10%  of  the  nominal
                capital existing on the date of the entry of this  authorisation
                with the commercial register or - if this amount is lower  -  as
                of the respective date on which the authorisation is used."


[8]   Resolution on the cancellation of the Contingent Capital pursuant to  §  4
        section 5 of the Articles of Association  and  the  revocation  of  §  4
        section 5 of the Articles of Association

        On May 20, 1999, the  Annual  General  Meeting  created  the  Contingent
        Capital 1999/I which served the purpose of ensuring subscription  rights
        deriving from share options which were issued based on the authorisation
        of the same date within  the  Company´s  Management  Share  Option  Plan
        between May 20, 1999 and May 19,  2004.  The  Executive  Board  and  the
        Supervisory Board have utilised this authorisation and granted  a  total
        of 1,373,350 option rights  within  the  Management  Share  Option  Plan
        (MSOP).  No  further  subscription  rights  can  be  granted  after  the
        expiration of the authorisation on May 19, 2004. In addition, all option
        rights issued within the Management Share Option Plan (MSOP)  have  been
        exercised by the beneficiaries or have expired.  Hence,  the  Contingent
        Capital 1999/I is of  no  further  significance.  Hence,  it  is  to  be
        cancelled completely and the Articles of Association are to  be  amended
        accordingly.

        The Executive Board and the  Supervisory  Board  propose  the  following
        resolutions:

        a)  The resolution adopted by the Annual General Meeting on May 20, 1999
           on the creation of  a  contingent  capital  in  the  amount  of  EUR
           3,500,000 (Agenda Item 11) in the version as resolved by the  Annual
           General Meetings on May 8,  2002  (Agenda  Item  6),  May  13,  2004
           (Agenda Item 9) and May 11, 2006 [Agenda Item 7 number  3)]  and  in
           consideration of the  shares  issued  within  the  Management  Share
           Option Plan (MSOP) is cancelled. 

b) § 4 section 5 of the Articles of Association shall be revoked.

[9]   Resolution on the cancellation of the Contingent Capital pursuant to  §  4
        section 6 of the Articles of Association  and  the  revocation  of  §  4
        section 6 of the Articles of Association

        The Annual General Meeting on May 8, 2003 created the Contingent Capital
        2003/II. It served the  issuance  of  no-par-value  bearer  shares  when
        exercising option or conversion rights deriving from bonds with warrants
        and/or convertible bonds which could have been issued by the Company  or
        a wholly-owned direct or indirect subsidiary of the Company until May 7,
        2008, based on the authorisation of Executive Board of the same day. The
        Executive Board and the Supervisory Board have made partial use of  this
        authorisation and issued  a  total  of  8,000  convertible  bonds  which
        authorised the holders of the bonds to convert  into  up  to  15,686,234
        shares of the Company within the EUR 400,000,000 2.5%  Convertible  Bond
        2003/2018 issued by adidas International Finance B.V. (formerly  adidas-
        Salomon International Finance  B.V.)  and  guaranteed  by  the  Company.
        Following the expiration of the authorisation on May 7, 2008, no further
        conversion or option rights can be issued. In addition,  the  conversion
        rights issued on the basis of the authorisation have been  exercised  in
        full.  Hence,  the  Contingent  Capital  2003/II  is   of   no   further
        significance. Consequently, it is to be  cancelled  completely  and  the
        Articles of Association are to be amended accordingly.

        The Executive Board and the  Supervisory  Board  propose  the  following
        resolutions:

        a)  The resolution adopted by the Annual General Meeting on May 8,  2003
           on the creation of  a  contingent  capital  in  the  amount  of  EUR
           23,040,000 (Agenda Item 6) in the version as resolved by the  Annual
           General Meeting on May 11, 2006 [Agenda Item 7  number  4)]  and  in
           consideration of the shares issued on the basis of  the  Convertible
           Bond 2003/2018 is cancelled. 

b) § 4 section 6 of the Articles of Association shall be revoked.

[10]  Resolution on the cancellation of the authorisation to  issue  bonds  with
        warrants and/or convertible bonds of May 11, 2006  as  well  as  on  the
        cancellation of the Contingent Capital in the amount of  EUR  20,000,000
        (Contingent Capital 2006) including the revocation of § 4 section  7  of
        the Articles of Association

        Resolution on the authorisation to  issue  bonds  with  warrants  and/or
        convertible bonds, the exclusion of  shareholders´  subscription  rights
        and the simultaneous creation of a contingent capital  as  well  as  the
        amendment to the Articles of Association


        The  existing  authorisation  to  issue  bonds  with   warrants   and/or
        convertible bonds, which has not been used, expires on May 10, 2011  and
        is to be renewed.

        The Executive Board and the  Supervisory  Board  propose  the  following
        resolutions:

        a)  The resolution adopted by the Annual General Meeting on May 11, 2006
           on the authorisation of the Executive  Board  to  issue  bonds  with
           warrants and/or convertible bonds in an aggregate nominal  value  of
           up to EUR 1,500,000,000, subject to Supervisory Board  approval,  up
           to and including May 10, 2011 [Agenda Item 10,  section  2)  a)]  as
           well as the resolution adopted by the Annual General Meeting on  May
           11, 2006 on the creation of a contingent capital of  EUR  20,000,000
           [Agenda Item 10 section 2) b)] as well as  §  4  section  7  of  the
           Articles of Association are cancelled.

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

           The Executive Board is  authorised,  subject  to  Supervisory  Board
           approval, to issue bearer bonds  with  warrants  and/or  convertible
           bearer bonds or registered bonds  with  warrants  and/or  registered
           convertible bonds once or  several  times  by  May  5,  2015  in  an
           aggregate nominal value of up to EUR 1.500.000.000, with or  without
           a limited term, and in accordance with the terms  and/or  conditions
           on these bonds with warrants and  convertible  bonds,  to  grant  or
           issue option rights to the holders or creditors of  the  bonds  with
           warrants  or  respectively  conversion  rights  to  the  holders  or
           creditors of the convertible bonds, which entitle  or  obligate  the
           respective holder or creditor to purchase no-par-value bearer shares
           of the Company  with  a  pro-rata  amount  of  the  nominal  capital
           totalling up to EUR 36,000,000. The  terms  and  conditions  of  the
           bonds may also (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  the
           maturity of the convertible bonds (which includes  maturity  due  to
           termination), to issue no-par-value shares of the Company or another
           public-listed company to the bondholders or creditors as partial  or
           total substitution of its obligation to  pay  the  cash  amount  due
           ("Right to delivery of shares").

           Rather than in euro, the bonds may also be issued in  another  legal
           currency of an OECD country (limited to the equivalent euro  value).
           They may also be issued by a Group company of  adidas  AG.  In  this
           case, the Executive Board shall be authorised, on behalf  of  adidas
           AG and subject to Supervisory Board approval, to guarantee for these
           bonds and to grant the holders or  creditors  option  or  conversion
           rights or obligations or to grant the Company the right to  delivery
           of shares.

           The  statutory  subscription  rights  shall  be   granted   to   the
           shareholders in such a manner that the bonds will be underwritten by
           one or more financial institutions, by 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 banks and/or such companies subject to  the  obligation
           to offer them to the shareholders for subscription. If the bonds are
           issued by a Group company, then the Company  must  ensure  that  the
           statutory subscription rights are granted to the shareholders of the
           Company in accordance with the preceding sentences.

           However, the Executive Board is authorised, subject  to  Supervisory
           Board approval, to exclude any residual amounts resulting  from  the
           subscription ratio from the subscription rights of the  shareholders
           and to exclude the subscription rights to  the  extent  required  to
           grant a subscription right to the holders or creditors of previously
           issued bonds option or conversion rights or obligations in an amount
           to which such holders or  creditors  would  have  been  entitled  as
           shareholders following the exercise of option or  conversion  rights
           or the fulfilment of option or conversion obligations or  after  the
           exercise of the right to delivery of shares.

           The Executive Board is further authorised,  subject  to  Supervisory
           Board  approval,  to  fully  suspend  the  shareholders'  rights  to
           subscribe bonds, which are issued against contribution  in  cash  if
           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 recognised financial calculation methods.  This  authorisation
           to exclude the subscription right is, however, only  applicable  for
           bonds with  option  or  conversion  rights  or  obligations  or  the
           Company´s right to delivery of shares with a pro-rata amount of  the
           nominal capital not exceeding a total 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  authorisation.  Treasury
           shares which are or will be sold in accordance with § 71  section  1
           number 8 in conjunction with § 186 section 3 sentence 4 AktG between
           May 6, 2010 and the issuance of the respective bonds are  attributed
           to the above-mentioned limit of 10%. Shares which  are  or  will  be
           issued in accordance with § 203 section 1 in conjunction with §  186
           section 3 sentence 4 AktG between May 6, 2010 and  the  issuance  of
           the respective bonds while excluding  the  subscription  rights  are
           attributed to the above-mentioned limit of 10%.

           The bonds are divided into notes.

           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 - oblige the holders to subscribe, in  accordance
           with the terms and conditions of the options to be stipulated by the
           Executive Board, to the no-par-value bearer  shares  issued  by  the
           Company. With respect to euro-denominated bonds with warrants issued
           by the Company, the bond terms and conditions may provide  that  the
           warrant price may also be paid by assigning notes and  making  -  if
           necessary - a supplementary cash payment. The pro-rata amount of the
           registered nominal capital  attributable  to  shares  which  may  be
           subscribed under each note may not exceed the nominal value  of  the
           notes. Any fractions of such shares may, if so provided for  in  the
           terms and conditions of the bonds with warrants, be  rounded  up  to
           whole shares for purposes of consummation of the  option  right,  if
           necessary against supplementary 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 the obligation to convert his or her bonds to  no-par-value
           bearer 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 the
           bond or the issue price which is below the face value of a  bond  by
           the established conversion price of one no-par-value bearer share of
           the Company and may  be  rounded  up  or  off  to  a  whole  number.
           Moreover, a supplemental cash payment and the  consolidation  of  or
           offsetting  payment  for  unconvertible  residual  amounts  may   be
           established. 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.

           Unless there is an option or conversion obligation or the  right  to
           delivery of shares, the individually determined option or conversion
           price for a no-par-value share of the Company must be at  least  80%
           of the unweighted 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 adopted the resolution approving the issue
           of the bonds, or - in the event that a subscription right is granted
           - it must equal  at  least  80%  of  the  unweighted  average  stock
           exchange price of the  shares  of  the  Company  as  quoted  in  the
           electronic trading system of the Frankfurt  Stock  Exchange  on  the
           days of the subscription  period  except  for  the  days  which  are
           required  to  announce  the  subscription  or  conversion  price  in
           accordance with § 186 section 2 sentence 2 AktG in due time. In case
           of an option or conversion obligation or the right  to  delivery  of
           shares, the option or conversion price may under the specific  terms
           and conditions of the bonds equal 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  fifteen
           trading days prior to the date  of  final  maturity,  even  if  this
           average price is below the aforementioned minimum price  (80%).  The
           pro-rata amount in the nominal capital of the no-par-value shares of
           the Company to be issued may not exceed the face value of the bonds.
           §§ 9 section 1 AktG and 199 section  2  AktG  will  continue  to  be
           applicable.

           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 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 have been entitled to by operation of law following
           the exercise of the option or conversion right or fulfilment of  the
           option or conversion obligation. The option or conversion price  may
           also be reduced by a cash payment upon exercise  of  the  option  or
           conversion  right  or  upon  fulfilment  the  option  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  or  conversion  rights  or
           obligations (such as a change of control). §§ 9 section 1  AktG  and
           199 section 2 AktG will continue to be applicable.

           The terms and conditions of the bonds may provide that in the  event
           of the option or conversion right being exercised, the Company  will
           have the right not to grant new no-par-value shares but rather pay a
           cash amount equal to the unweighted average  closing  price  of  the
           shares of the Company  in  the  electronic  trading  system  of  the
           Frankfurt Stock Exchange during the last ten trading days  following
           the day on which the declaration exercising the option or conversion
           rights was made for the number of shares that would  otherwise  have
           been delivered. The terms and  conditions  of  the  bonds  may  also
           provide that the Company may choose not to convert the bonds to  new
           shares issued from the contingent capital  but  rather  to  existing
           shares of the Company or shares of another public-listed company  or
           that the option right or obligation will be met if such  shares  are
           delivered.

           The Executive Board is  authorised,  subject  to  Supervisory  Board
           approval, to stipulate the further details concerning  the  issuance
           and features of the bonds  -  including  the  interest  rate,  issue
           price, maturity and denomination, the anti-dilution provisions,  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.

        c)  Contingent Capital

           The  nominal  capital  is  conditionally  increased  by  up  to  EUR
           36,000,000 through issuance of no more than 36,000,000  new  no-par-
           value  bearer  shares  (Contingent  Capital  2010).  The  contingent
           capital increase serves the issuance of no-par-value  bearer  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 of bonds issued by the Company or a Group company up  to
           May 5, 2015 on the basis of the authorisation resolution adopted  by
           the Annual General Meeting on May 6, 2010. The new shares  shall  be
           issued  at  the  respective  option  or  conversion  price   to   be
           established in  accordance  with  the  aforementioned  authorisation
           resolution.

           The contingent capital increase will be implemented  only  if  bonds
           are issued in accordance with the authorisation  resolution  adopted
           by the Annual General Meeting on May 6, 2010 and only to the  extent
           that option or conversion rights are exercised  or  the  holders  or
           creditors of bonds obliged to  exercise  the  option  or  conversion
           obligation fulfil their duties or to the  extent  that  the  Company
           exercises its rights to choose in order to issue no-par-value shares
           in the Company for the  total  amount  or  partially  instead  of  a
           payment and 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. The Executive Board is authorised,  subject  to  Supervisory
           Board approval,  to  stipulate  additional  details  concerning  the
           implementation of the contingent capital increase.

        d)  Amendment to the Articles of Association

           In accordance  with  the  above  part  a)  of  the  resolution,  the
           following section is inserted into § 4 of the Company´s Articles  of
           Association, while revoking the current section 7:

           "The nominal  capital  is  conditionally  increased  by  up  to  EUR
           36,000,000 divided into not more than 36,000,000 no-par-value bearer
           shares (Contingent Capital 2010). The  contingent  capital  increase
           will be implemented only to the extent that the holders of option or
           creditors of conversion rights or the persons obligated to  exercise
           the option or conversion duties based on bonds, which are issued  by
           the Company or a  Group  company,  respectively  guaranteed  by  the
           Company pursuant to the authorisation of the Executive Board granted
           by the resolution adopted by the Annual General Meeting  on  May  6,
           2010 up to May 5, 2015, make use of their option or conversion right
           or, if they are obligated  to  exercise  the  option  or  conversion
           duties, they discharge their obligations to exercise the warrant  or
           convert the bond or to the extent that  the  Company  exercises  its
           rights to choose in order to deliver shares in the Company  for  the
           total amount or partially instead of a payment  and  insofar  as  no
           cash settlement is granted or treasury shares or shares  of  another
           public-listed company are used to serve these rights. The new shares
           shall be issued at the respective option or conversion price  to  be
           established in  accordance  with  the  aforementioned  authorisation
           resolution. The new shares shall  carry  dividend  rights  from  the
           commencement of the financial year in which the shares  are  issued.
           The Executive Board is  authorised,  subject  to  Supervisory  Board
           approval,  to  stipulate  any  additional  details  concerning   the
           implementation of the contingent capital increase."


(11)  Resolution on  granting the authorisation to repurchase and  use  treasury
        shares  pursuant  to  §  71  section  1  number  8  AktG  including  the
        authorisation to cancel shares and the authorisation to  exclude  tender
        and subscription rights; revocation of the existing authorisation


        The authorisation for the repurchase of treasury shares resolved upon by
        the last Annual General Meeting on May 7, 2009 expires  on  November  6,
        2010.

        In order to be able to acquire treasury shares also in the  future,  the
        Executive Board is again to be granted authorisation in accordance  with
        § 71 section 1 number 8 AktG to acquire treasury shares.  The  currently
        existing  authorisation  is  to  be  revoked.  At  the  same  time,  the
        possibility of extending the term of the  authorisation  to  five  years
        given by the ARUG is to be used in order to release the  Annual  General
        Meeting from annually passing a respective resolution.

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

        1)  The Executive Board is authorised, for any lawful purpose and within
           the legal frame pursuant to the following terms and  conditions,  to
           repurchase treasury shares up to an  amount  totalling  10%  of  the
           nominal capital valid on May 6,  2010  when  the  authorisation  was
           resolved upon or - if this amount is lower - on the  date  on  which
           the aforementioned authorisation was exercised.

           The authorisation shall become effective  with  the  passing  of  the
           resolution on May 6, 2010 and shall continue in effect until May  5,
           2015. The authorisation may be used by the Company but also  by  its
           subsidiaries or by third parties  appointed  by  the  Company  or  a
           subsidiary on account of the Company or its subsidiary.

           The repurchase will be carried out (i) via the stock exchange,  (ii)
           through a public repurchase offer, (iii) through a public invitation
           to submit sale offers or (iv)  through  offering  tender  rights  to
           shareholders subject to the Executive Board´s choice.

            • In the event of the repurchase 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  average  stock  market  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 entering into the repurchase 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  more  than
              20% lower than the average stock market price for  the  Company´s
              shares as established in the closing auction  of  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 sales 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 more than 20% lower than the average stock market price
              for the Company´s shares as established in the closing auction of
              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 offering or  granting  tender
              rights shall be considered as 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 repurchase offer  or  public
           invitation to submit sale  offers,  the  offer,  the  invitation  to
           submit sale offers or the tender rights may  be  adjusted.  In  such
           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% limit that  the  shares  must  not
           exceed or fall below is applicable for this amount.

           The volume of a public repurchase  offer  or  public  invitation  to
           submit sale offers may be limited. If the public repurchase offer or
           a public invitation to submit sale 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
           acquisition 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
           shareholders' rights of tender are partially excluded.

           If the shareholders are granted tender rights  for  the  purpose  of
           acquiring  shares,  these  tender  rights  are  allocated   to   the
           shareholders in proportion to their shareholding in accordance  with
           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  tender
           rights particularly with regard to the  term  and,  if  appropriate,
           their tradability.

        2)  The Executive  Board  is  authorised  to  use  the  treasury  shares
           repurchased in accordance with this  authorisation  or  with  former
           authorisations as follows:

           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 sold differently, 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 stock  market  price  of
              the Company's shares with the same features. The pro-rata  amount
              of the nominal capital, which is attributable  to  the  aggregate
              number of shares sold under this authorisation,  may  not  exceed
              10% of the nominal capital existing on  the  date  on  which  the
              resolution on  this  authorisation  was  adopted  by  the  Annual
              General Meeting or - if this amount is lower - on the date of the
              relevant exercise of  the  present  authorisation.  The  pro-rata
              amount of the nominal capital  attributable  to  the  new  shares
              issued after the resolution  concerning  this  authorisation  was
              adopted by the Annual  General  Meeting,  on  the  basis  of  any
              authorisations to issue shares from authorised capital subject to
              the exclusion of subscription rights pursuant to § 186 section  3
              sentence 4 AktG. Likewise, the pro-rata  amount  of  the  nominal
              capital that is attributable to the bonds  with  warrants  and/or
              convertible bonds, which are linked to subscription or conversion
              rights or duties or the Company´s right to delivery of shares  on
              shares that  are  issued  on  the  basis  of  any  authorisations
              pursuant to §§ 221 section 4, 186 section 3 sentence 4 AktG after
              the resolution concerning this authorisation was adopted  by  the
              Annual General Meeting, shall be applied when calculating the 10%
              limit.

           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
              within the scope of company mergers.

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

           d)     The  shares  may  be  used  for  purposes  of   meeting   the
              subscription or conversion rights or  conversion  obligations  or
              the Company's right to delivery of shares arising from bonds with
              warrants and/or convertible bonds issued  by  the  Company  or  a
              direct or indirect subsidiary of the Company in  accordance  with
              an authorisation granted by the Annual General Meeting.

           e)    Furthermore, the shares may be redeemed and cancelled  without
              a further  resolution  of  the  Annual  General  Meeting  on  the
              redemption or the cancellation.

        3)  The  Supervisory  Board  shall  be  authorised  to  use  the  shares
           repurchased 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  three  years  from  the  date  of  assignment
           (retention 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 stock market  price  during
           the retention period is partially or completely  assigned  to  third
           persons. For the assignment of the  shares  the  respective  current
           stock market 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. In this case,  the  above
           provisions  shall  apply  mutatis  mutandis.  Hence,  the  time   of
           accepting replaces the time  of  the  transfer  of  shares.  Further
           details will be determined by the Supervisory Board.

        4)  The rights of shareholders to  subscribe  treasury  shares  will  be
           excluded to the extent that such shares are utilised pursuant to the
           aforementioned authorisations defined in sections 2) a)  through  d)
           and 3).

        5)  The authorisations to  repurchase,  sell  or  otherwise  utilise  or
           redeem and cancel treasury shares may  be  exercised  independently,
           once or several times, either completely or in part.

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

        7)  The authorisation to repurchase treasury  shares  (Agenda  Item  10)
           which was granted pursuant to the resolution adopted by  the  Annual
           General Meeting of May 7, 2009 shall end with the coming into effect
           of this new resolution and shall be replaced by it.


[12]  Resolution on granting the authorisation  to  use  equity  derivatives  in
        connection with the acquisition of treasury  shares  pursuant  to  §  71
        section 1  number  8  AktG  while  excluding  shareholders´  tender  and
        subscription rights

        In addition to the authorisation proposed for  resolution  under  Agenda
        Item 11 regarding the acquisition of treasury shares  pursuant  to  § 71
        section 1 number 8 AktG, the Company is also to be authorised to acquire
        treasury shares by using equity derivatives. By doing this,  the  volume
        of shares that may be purchased will  not  be  increased  but  simply  a
        further alternative to purchase treasury shares will be available.


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

        1)  In addition to the authorisation  proposed  for  resolution  to  the
           Annual General Meeting on May 6, 2010 under Agenda Item 11 regarding
           the acquisition of treasury shares pursuant to § 71 section 1 number
           8 AktG, the acquisition  of  shares  of  the  Company  may  also  be
           completed, apart from the ways described  there,  with  the  use  of
           equity derivatives. The Executive  Board  is  to  be  authorised  to
           acquire options which entitle the Company to acquire shares  of  the
           Company upon the exercise of the options by the option holder  (call
           options). Furthermore, the Executive Board is to  be  authorised  to
           sell options which require the Company  to  acquire  shares  of  the
           Company upon the exercise of the options by the option  holder  (put
           options).  Additionally,  the  purchase  can  be  made  by  using  a
           combination of call and put options as well as by using other equity
           derivatives  as  hereinafter  determined.  The  authorisation  shall
           become effective with the passing of the resolution on May  6,  2010
           and shall continue in effect until May 5,  2015.  The  authorisation
           may be used by the Company but also by its subsidiaries or by  third
           parties appointed by the Company or a subsidiary on account  of  the
           Company or its subsidiary.

           All share acquisitions 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  -  on  the  nominal  capital
           existing on the date on which the aforementioned  authorisation  was
           exercised.

        2)   The  options  must  be  concluded  with  one  or   more   financial
           institutions, by 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  banks
           and/or such companies in close conformity  with  market  conditions.
           They have to be set up in a way ensuring that the options  are  only
           serviced with shares which were acquired  under  observance  of  the
           principle of non-discrimination of shareholders. The acquisition  of
           shares on the stock exchange satisfies such requirement.  The  terms
           of the options may not exceed 18 months and must be chosen in such a
           way that the shares are acquired upon the exercise of the options no
           later than May 5, 2015.


        3)  The nominal value for the purchase of one share  consisting  of  the
           purchase price agreed in the option and  paid  when  exercising  the
           option (purchase price) may not be more than 10% higher or 20% lower
           (excluding incidental purchasing costs but considering the  received
           or paid option premium) than the average stock market price for  the
           Company´s shares as  established  in  the  closing  auction  of  the
           electronic trading system on the Frankfurt Stock Exchange on the day
           of the respective option transaction.


        4)  Furthermore, an agreement with one or more financial  institution(s)
           indicated under section 2) may be concluded so  that  the  financial
           institution(s) deliver(s) shares of a certain number  or  equivalent
           to a specific euro amount within a  specific  period  of  time,  all
           having been agreed a priori, 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 stock market 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  20%  below  the  above-mentioned  average.  In  addition,  the
           financial institution(s) and/or such companies outlined  in  section
           2) must undertake to buy the shares to be  delivered  at  the  stock
           exchange at a price being within the margin which would apply if the
           Company directly purchased shares at the stock exchange.

        5)  In  the  event  that  treasury  shares  are  acquired  using  equity
           derivatives in accordance with the above 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.

        6)  For the use of treasury shares acquired  using  equity  derivatives,
           the provisions set out in sections 2), 3) and 5) of  the  resolution
           proposed to the Annual General Meeting on May 6, 2010  under  Agenda
           Item 11 shall apply mutatis mutandis. The shareholders´ subscription
           right to treasury shares shall be excluded to the extent  that  such
           shares are used in accordance with the authorisations under sections
           2) a) to d) and 3) of the resolution proposed under Agenda Item 11.

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

        8)  The authorisation to repurchase treasury shares while  using  equity
           derivatives which was granted pursuant to the resolution adopted  by
           the Annual General Meeting on May 7, 2009 (Agenda Item 11) shall end
           with the coming into effect of this  new  resolution  and  shall  be
           replaced by it.


[13]  Resolution on the conversion of bearer shares  to  registered  shares  and
        the corresponding amendment to the Articles of Association  as  well  as
        the adjustment to the resolutions adopted by the Annual General Meeting


        In accordance with the German Stock Corporation Act,  the  shares  of  a
        public limited company are either  bearer  or  registered  shares.  Both
        forms are common in Germany. Up to now, the Company´s shares  have  been
        bearer shares.

        The Executive Board and  the  Supervisory  Board  propose  to  generally
        convert the bearer shares to registered shares. In  case  of  registered
        shares only the persons indicated in the share register are shareholders
        of the Company. With the shares being bearer shares in the  future,  the
        Company will be able to figure out more easily who its shareholders are.
        Hence, this facilitates getting in contact with its shareholders for the
        Company.

        For the purpose of converting to  registered  shares,  the  Articles  of
        Association including the resolutions adopted  by  this  Annual  General
        Meeting, are to be amended as follows

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

        1)  a)    Upon becoming effective of the amendment to  the  Articles  of
              Association resolved upon under b), all of the Company´s  no-par-
              value bearer shares will  be  converted  into  registered  shares
              while  maintaining  the  current  division  into  shares   unless
              explicitly otherwise resolved by  a  following  resolution  on  a
              capital increase.

           b)    § 4 section 9 of the Articles of Association  (without  taking
              possible resolutions of the Annual General Meeting on May 6, 2010
              on the Agenda Items 8 and 9 into consideration)  is  reworded  so
              that  the  words  "no-par-value  bearer"  are  replaced  by  "are
              registered". In addition, this section of § 4 of the Articles  of
              Association will be completely reworded as follows:

              "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.
              Electronic postal addresses and any possible changes thereof  are
              to be indicated in order to facilitate communication."

        2)  § 20 section 1 of the Articles of Association (Participation in  the
           General Meeting) in the currently applicable version as well  as  in
           the version of the resolution under agenda  item  6  of  the  Annual
           General Meeting on May 6, 2010  is  to  be  revoked  and  completely
           reworded as follows:

           "1.   Only shareholders who are entered in the  share  register  are
                authorised to participate in the General  Meeting  and  exercise
                their  voting  rights.  Furthermore,  shareholders   must   have
                registered in due time. The registration must reach the  Company
                at the address specified in the invitation  not  later  than  at
                least six days prior to the  General  Meeting.  A  shorter  time
                period calculated in days for the registration may be stipulated
                in the invitation. The day of the General Meeting and the day of
                receipt shall not be counted."

        3)  § 20 section 3 of the Articles of Association shall be revoked. § 20
           section 4 of the Articles of Association (if applicable, as resolved
           by the Annual General Meeting on May 6, 2010, under Agenda  Item  6)
           becomes § 20 section 3 of the Articles of Association.

        4)  a)    In the resolution of the Annual  General  Meeting  on  May  6,
              2010, on Agenda Item 10 under b)  on  the  authorisation  of  the
              Executive Board to issue bonds with  warrants  and/or  conversion
              bonds the words "no-par-value bearer  shares"  and  "no-par-value
              bearer share" are replaced by  "registered  no-par-value  shares"
              and "registered no-par-value share" respectively.

           b)    In the resolution of the Annual  General  Meeting  on  May  6,
              2010, on Agenda Item 10, section c)  on  the  Contingent  Capital
              2010 the words  "no-par-value  bearer  shares"  are  replaced  by
              "registered no-par-value shares".

           c)    In § 4 section 7 of the Articles of Association,  as  resolved
              by the Annual General Meeting on May 6, 2010, under  Agenda  Item
              10, section  d),  the  words  "no-par-value  bearer  shares"  are
              replaced by "registered no-par-value shares".

        5)  The Executive  Board  is  instructed  to  file  the  resolutions  in
           accordance with the aforementioned sections 1) through 3)  with  the
           commercial register subject to the provision that the entry with the
           commercial register is to be made simultaneously and irrespective of
           the entry of the resolutions passed under section 4).

           The Executive  Board  is  instructed  to  file  the  resolutions  in
           accordance with the aforementioned sections e) through g)  with  the
           commercial register subject to the provision that the entry with the
           commercial register is to be  made  only  after  the  entry  of  the
           resolutions  in  accordance  with  the  aforementioned  sections  a)
           through d) and after the entry of the  resolutions  adopted  by  the
           Annual General Meeting on May 6, 2010 under Agenda Item  10  section
           c) on the Contingent Capital 2010 and under Agenda Item  10  section
           d) on the revocation and rewording of § 4 section 7 of the  Articles
           of Association.

           If there are no  objections  to  the  entry  of  the  aforementioned
           section 2), then the resolution adopted under Agenda Item 6  section
           b) is not to be filed for entry.


[14]  Appointment of the auditor and the Group auditor for  the  financial  year
        2010 as well as, if applicable, of the auditor for  the  review  of  the
        semi-annual financial report

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

        a)  KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Germany,
           is appointed as auditor  of  the  annual  financial  statements  and
           consolidated financial statements for the financial year 2010.

        b)  KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Germany,
           is appointed for the audit review of the  financial  statements  and
           interim management report for the first six months of the  financial
           year 2010, if applicable. 

REPORTS TO THE ANNUAL GENERAL MEETING ON THE AGENDA ITEMS 7, 10, 11 AND 12

Report of the Executive Board pursuant to §§ 203 section 2, sentence 2, 186 section 4, sentence 2 AktG concerning Agenda Item 7

Under Agenda Item 7, the Executive Board and the Supervisory Board propose cancelling the authorisation pursuant to § 4 section 4 of the Articles of Association to increase the nominal capital by May 28, 2011, 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 (Authorised Capital 2006), and to replace it with a new authorised capital. The Authorised Capital 2006 was not utilised.

Pursuant to §§ 203 section 2 sentence 2, 186, section 4 sentence 2 AktG, the Executive Board issues a written report on the authorisation to exclude supscription rights in connection with the newly-proposed authorised capital, which is released in full hereafter.

The proposed authorisation provides the possibility of excluding subscription rights for residual amounts 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 shares with the same features.

The authorisation to exclude subscription rights for residual amounts serves the purpose of attaining round subscription amounts when issuing new shares, while observing the statutory subscription rights of shareholders. Without the exclusion of the subscription rights for residual amounts, the technical implementation of the capital increase as well as the exercise of subscription rights would be considerably aggravated. The new residual amounts thus excluded from subscription rights of shareholders shall either be sold on the stock exchange or used in any other manner most favourable for the Company.

The authorisation to exclude subscription rights of shareholders when issuing the new shares at a value not significantly below the stock exchange value of shares with the same features, 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 particularly 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 does provide 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. Ultimately, in this case, the best possible placement cannot be expected for the Company as the issue price has to be disclosed at the latest three days prior to the expiration of the subscription period. Moreover, when preserving the subscription rights, given the uncertainty of the exercise of such rights (subscription behaviour) the successful placement with third parties is endangered or may cause additional expenses. The authorisation to exclude subscription rights may therefore serve to attain the best possible reinforcement of the Company's equity in the interest of the Company and of the shareholders.

Furthermore, the Company is put in the position to attract new additional investor groups in Germany and abroad. Finally, the Company is given the possibility of taking advantage of market opportunities arising in the Company's areas of business quickly and flexibly and to meet capital requirements arising in this context on a very short-term basis, if necessary. There are no concrete plans at this time with regard to the new Authorised Capital 2010.

The issue price and the income thus accrued by the Company for the new shares will be based on the stock exchange price of the shares already circulating on the stock exchange and shall not be significantly below that price. It is thus ensured that no dilution occurs. In view of the liquid market for shares of the Company and of the limitation of the volume available for capital increases to a total of nearly 10% of the nominal capital, those shareholders interested in maintaining their current share ratio moreover may acquire at any time the respective number of shares of the Company through the stock exchange. The statutory subscription rights is therefore economically and practically of no value and function.

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 utilisation of the authorised capital, subscription rights excluded, while the Company, in the interest of the shareholders, is given further capacities to act.

The authorisation on the exclusion of subscription rights in accordance with § 186 section 3 sentence 4 AktG as described above, is limited to shares with a pro-rata amount not exceeding 10% of the nominal capital. Also the issue of other shares or rights granting subscription rights which were issued suspending shareholders´ subscription rights pursuant to § 186 section 3 sentence 4 AktG, shall be calculated towards such 10%-limit. Overall, it is not possible to issue or grant more than a total of 10% of the respective nominal capital from the proposed authorised capital, any other possible amounts of authorised 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. by reference to the fact that the shares or the respective bonds are issued against compensation in cash and not significantly below the stock exchange value/market value), except for the Annual General Meeting resolving upon according new authorisations.

Report of the Executive Board to the Annual General Meeting pursuant to §§ 221 section 4 sentence 2, 186 section 4 sentence 2 AktG concerning Agenda Item 10

Under Agenda Item 10, cancelling the existing authorisation to issue bonds as well as the contingent capital and resolving upon a new authorisation to issue bonds with warrants and/or convertible bonds as well as upon a new contingent capital and to amend the Articles of Association accordingly is proposed to the shareholders.

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

The proposed authorisation to issue bonds with an aggregate face value of up to EUR 1,500,000,000 and to create the related contingent capital of up to EUR 36,000,000, in continuity of the authorisation adopted on May 11, 2006 and the corresponding Contingent Capital 2006, which shall be cancelled in accordance with the proposal of the management, shall maintain the Company´s opportunities for financing its business activities and shall permit the Executive Board, with the consent of the Supervisory Board, to utilise 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 favourable.

In general, the shareholders have a statutory rights to subscribe the bonds linked to option or conversion rights or obligations (§ 221 section 4 in conjunction with § 186 section 1 AktG). To the extent that shareholders are not granted direct subscription of the bonds, the Executive Board may utilise the opportunity to issue the bonds to a financial institution or a company equal by law and in the proposed resolution or a group or a syndicate of banks and/or such company bearing the obligation to offer these bonds to the shareholders in accordance with their subscription rights (indirect subscription rights as stipulated in § 186 section 5 AktG).

The exclusion of subscription rights for residual amounts resulting from the conversion ratio will make it possible to utilise the requested authorisation using round amounts. This will simplify the handling of the shareholder subscription rights. The exclusion of subscription rights in favour of the holders or creditors of option and conversion rights or obligations already issued has the advantage that the option or conversion price for the previously issued option or conversion rights or obligations will not need to be reduced, thus allowing a higher cash inflow. Thus, both cases of subscription rights exclusion will be in the best interest of both, the Company and its shareholders.

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. The prospect of charging a premium (which may increase over the term of the bonds) will provide an opportunity for adjusting the terms and conditions of the bonds in order to factor in the relevant capital market conditions at the time these securities are issued. In case of conversion duties or the Company's rights to delivery of shares, the option or conversion price may be close to the average price of the share of the Company before the issuance of the shares, even if this price is lower than the minimum price set out above. Thus, the Company is enabled to successfully place the bonds under the most favourable conditions possible for the Company while taking into consideration the market conditions at the time of issuance.

The Executive Board is further authorised, 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 authorisation will provide the Company with an opportunity to exploit favourable 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 or conversion price and 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 the subscription rights were maintained. § 186 section 2 AktG permits the subscription price to be published (and thus, the terms and conditions of such bonds) 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. Even if the subscription rights were retained, given the uncertainty of the exercise of such rights (subscription behaviour) the successful placement with third parties would be endangered or would trigger additional expenses. Finally, in granting subscription rights, the Company cannot - given the duration of the subscription period - react to positive or negative market conditions, and is instead exposed to declining share prices during the subscription period, which, in turn, could lead to less favourable opportunities for the Company to procure equity capital.

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, may not exceed 10% of the nominal capital existing when the authorisation to exclude subscription rights in accordance with § 186 section 3 sentence 4 AktG becomes effective. By including an according specification in the authorisation resolution, it is guaranteed that even in case of a capital reduction, the 10% limit will not be exceeded as the authorisation 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 authorisation. Treasury shares, which are sold in accordance with § 186 section 3 sentence 4 AktG while excluding the subscription rights, as well as any shares which are issued in accordance with § 186 section 3 sentence 4 AktG from an authorised capital while excluding the subscription rights, are attributed to and reduce this amount accordingly, if the sale or issuance is carried out during the term of this authorisation prior to an issuance of bonds, while excluding the subscription rights pursuant to § 186 section 3 sentence 4 AktG. § 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 such a dilutive effect would be triggered by issuing bonds, while excluding the subscription rights of the shareholders, can be assessed by calculating the hypothetical market value of the bonds using recognised financial mathematical models and then comparing such results with the issue price. 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 share price as the price of the bonds is not significantly below the hypothetical market value computed using, in particular, recognised financial calculation methods. Such an effect would reduce the theoretical market value of a subscription rights to almost zero, meaning that the shareholders would thereby not suffer any appreciable economic detriment as a result of the subscription rights exclusion. This procedure ensures that there will be no appreciable dilution of the share value as a result of the subscription rights exclusion.

Moreover, the shareholders will always have an opportunity to maintain their share in the Company´s nominal capital - even following the exercise of the option or conversion rights or the entering into subscription or conversion obligations - by simply purchasing the shares on the stock exchange. On the other hand, the Company's authorisation to exclude subscription rights will enable it to set terms which are consistent with the prevailing market conditions, to create the highest degree of certainty in its ability to place the securities with third parties, and to exploit favourable market conditions on short notice.

Report of the Executive Board pursuant to §§ 71 section 1 number 8, 186 section 4 sentence 2 AktG concerning Agenda Item 11

Under Agenda Item 11, the Executive Board and Supervisory Board propose that the Company be authorised, pursuant to § 71 section 1 number 8 AktG and in accordance with customary corporate practices, to repurchase its outstanding treasury shares up to a total of 10% of the nominal capital valid on May 6, 2010 when the resolution is adopted or - if this amount is lower - on the date on which the aforementioned authorisation was 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. This report is published in full hereafter:

General The existing authorisation to repurchase treasury shares pursuant to § 71 section 1 number 8 AktG in accordance with the resolution by the Annual General Meeting held on May 7, 2009 expires on November 6, 2010. Hence at the Annual General Meeting on May 6, 2010, a new authorisation is to be adopted and the existing one is to be cancelled.

This proposal for resolution takes into account the possibility of  granting  an
authorisation to repurchase treasury shares for a duration of up to  five  years
(instead of 18 months up to now) given  by  the  ARUG.  Hence,  the  unnecessary
requirement to have the reserve authorisation annually  renewed  by  the  Annual
General Meeting is omitted - as intended by the legislature.

The  Supervisory  Board  may  provide   that   transactions   based   on   these 

authorisations may only be carried out subject to the approval of the Supervisory Board or one of its committees.

Repurchase When repurchasing treasury shares, the principle of non-discrimination under § 53a AktG must be observed. The proposed repurchase of shares either via the stock exchange, through a public repurchase 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 a sale offer is over-subscribed, i. e. in total more shares were offered to the Company for purchase than the Company is to buy, the acceptances must be done on a pro-rata basis. In such 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, is holding 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. 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 in such a case. These prospects are intended to avoid any residual amounts when establishing the percentages to be repurchased and any residual amounts and therefore serve to facilitate and simplify technical settlement. Any tender rights of shareholders are therefore also partially excluded in this case.

Sale and Other Ways of Utilisation Under the proposed authorisation, the Company's treasury shares, which it has repurchased from its shareholders, may either be redeemed and cancelled or resold through a public offer made to all shareholders in relation to the amount of shares held by them or through transactions on the stock exchange. With respect to the latter two possibilities of selling the repurchased treasury shares, the shareholders' right of non-discrimination will be respected during the sale. In the following cases, however, the Company shall have the possibility of excluding the subscription rights of shareholders or the subscription rights are excluded necessarily in accordance with §§ 71 section 1 number 8, 186 section 3 AktG:

1)    Firstly, the Executive Board is authorised  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  subscription  rights
   being excluded regarding possible residual amounts, the practical  execution
   of the capital increase and the exercise of the subscription rights would be
   hindered  considerably.  The  new  residual  amounts  thus   excluded   from
   subscription rights of shareholders  shall  either  be  sold  on  the  stock
   exchange or used in any other manner most favourable for the Company.

2)    Furthermore, in compliance with the statutory regulation set  forth  in  §
   71 section 1 number 8 AktG, the proposed  authorisation  provides  that  the
   Executive Board may sell the repurchased treasury shares in a  manner  other
   than through a  sale  on  the  stock  exchange  or  an  offer  made  to  all
   shareholders if the repurchased treasury shares are  sold  in  exchange  for
   cash payment in accordance with § 186 section 3 sentence 4 AktG at  a  price
   that as of the date of sale is not  significantly  below  the  stock  market
   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 such 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  also  apply  if
   the assignment agreement specifies the date of assignment as relevant  date.
   The final sales price for treasury shares will be established prior  to  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
   institutional investors, for example, will attract additional  domestic  and
   foreign shareholders. In addition, the Company will then be in a position to
   restructure its own equity capital to meet its respective business needs and
   to react quickly and flexibly to a more favourable 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 - as of  the  date  of  the  sale  -  is  not
   significantly below the stock market 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.

3)     The  Company  shall  also  be  able  to  offer  its  treasury  shares  as
   consideration in connection with mergers and (also the indirect) acquisition
   of companies, parts of companies or participations.

   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,  if  possible,  in  line
   with the stock market price.

   Historically, the Executive Board has  continuously  reviewed  opportunities
   for the Company to purchase 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  purchase  of  such  participations,  companies  or  parts  of
   companies 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.  In  order  to  be  able  to
   quickly and flexibly react 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  Authorised
   Capital cannot or should not be used - have the authority to grant  treasury
   shares of the Company while excluding the 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 stock market price, if possible,  the
   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  and  the  shareholders'
   subscription rights are excluded, to purchase additional shares on the stock
   exchange to a large extent on comparable terms and conditions.

   Based on the aforementioned considerations,  the  Executive  Board  believes
   that the proposed authorisation to utilise 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  concrete  exclusion
   of subscription rights is decided  upon  on  a  case-by-case  basis  by  the
   Executive Board taking into consideration the  Company's  interests  in  any
   specific transaction, the actual necessity for  the  (partial)  granting  of
   shares and the evaluation of the share and the contribution in kind.

4)    Furthermore, the Company shall have the opportunity to  use  its  treasury
   shares as (part) consideration for the  transfer  of  intellectual  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 subsidiaries 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
   (licences) in such rights by the Company. Moreover, the Company  shall  also
   be able to use  its  treasury  shares  for  purchasing  patents  and  patent
   licences, the exploitation of which would be in the Company´s  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 intellectual property rights or intangible property rights are prepared
   to transfer or licence such rights only in exchange for  (partial)  granting
   of shares, or, in case  of  cash  payments,  only  at  significantly  higher
   prices, or if the utilisation of the Company's shares for other  reasons  is
   in the 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 club under a licence 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 licences  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
   planning to develop in the future. 

The purchase of industrial/intangible property rights or of licences for such rights will be carried out either by the Company or by subsidiaries. If necessary, the purchase shall be made from 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.

The evaluation of the industrial/intangible property rights or the licences 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 evaluation of the shares to be granted by the Company shall be conducted taking the stock market price into consideration. Shareholders who wish to maintain their shareholding ratio in the Company may therefore do so through acquiring 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 intellectual/intangible property rights or the licences based thereon promises advantages for the Company in the marketing and promotion and/or development of its products and a purchase of such rights in return for cash is not possible or is possible only at a higher price at a disadvantage to the Company's liquidity and cash flow.

Based on the aforesaid considerations, the Executive Board believes that the proposed authorisation for the utilisation of treasury shares is in the best interest of the Company and its shareholders, which can, in any individual case, justify the exclusion of the shareholders´ subscription rights. The concrete exclusion of subscription rights is decided upon on a case-by-case basis by the Executive Board taking into consideration the Company's interests in any specific transaction, the actual necessity for the (partial) granting of shares, the proportionality while considering the shareholders´ interests and the evaluation of the share and the contribution in kind.

5)    Thus, the authorisation to repurchase and sell treasury shares in  respect
   of such opportunities mentioned under the above sections 3)  and  4)  serves
   the same purposes as the Authorised Capital 2009/II in accordance with  §  4
   section 3  of  the  Articles  of  Association.  The  Company  thus  has  the
   possibility of acquiring companies, parts of companies and participations as
   well as intellectual/intangible property rights or licences for such  rights
   by using treasury shares either previously repurchased by the Company or new
   shares to be issued from  the  Company's  authorised  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 authorisation or the Authorised Capital 2009/II under §
   4 section 3 of the Articles of Association.

6)    In addition, the Company shall have the opportunity to  use  its  treasury
   shares to service subscription or conversion rights or  obligations  or  the
   right to delivery of shares of the Company based  on  bonds  issued  by  the
   Company or by any of  its  direct  or  indirect  subsidiaries  based  on  an
   authorisation by the Annual General Meeting.

   The proposed resolution does not lead to the creation of a  new  or  further
   authorisation to issue bonds. It merely serves the purpose of  enabling  the
   Company to service subscription rights or conversion  rights  or  conversion
   obligations or the Company´s rights to delivery of  shares,  which  will  be
   created on the basis of other authorisations 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
   interest of the Company. Subscription or  conversion  rights  or  conversion
   obligations, which are considered appropriate for  servicing  with  treasury
   shares in accordance with the proposed authorisation, are based on (i) bonds
   which can be issued on the basis of the authorisation granted by the  Annual
   General Meeting on May 6, 2010 based on the resolution proposed under Agenda
   Item 10 on the authorisation to grant bonds with warrants and/or convertible
   bonds in the future  as  well  as  on  (ii)  the  bonds  with  warrants  and
   convertible bonds issued based on  a  future  authorisation  by  the  Annual
   General Meeting.

7)    § 87 AktG as amended by ARUG as well as the  German  Corporate  Governance
   Code provides for  variable  compensation  components  for  Executive  Board
   members including i.  a.  also  components  on  a  perennial  basis.  It  is
   recognised and generally common that, in this  respect,  also  share-related
   components are taken into consideration. 

The provision under section 3) of the proposed resolution enables the Supervisory Board to pay out management bonuses in the form of shares. As the authorisation may only be used provided a reasonable level of compensation is ensured (§ 87 section 1 AktG) and further provided that an appropriate legal and economic minimum waiting period is determined and that the shares shall be granted and assigned at the respective current stock market price, it is ensured that the shareholders' subscription right is 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 stock market price. They bear the price risk, as it is not permissible to dispose of or otherwise use the shares within the retention period. Thus, the Executive Board members participate in possible negative developments with their compensation. The same shall apply if the shares as part of the compensation are not immediately assigned but, with regard to the fact that there is no possibility of selling such shares anyway, are first only promised. Even then, the risk for the further stock market price development is borne by the respective Executive Board member.

At present, there are no concrete plans with regard to the utilisation of shares for a share bonus. It cannot be ruled out that this compensation instrument will be used by the Supervisory Board for the Executive Board in the future.

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 will use the authorisation (§ 87 section 1 AktG). In view of the statutory distribution of responsibilities, the Supervisory Board, however, does not have the possibility as representative of the Company to acquire shares of the Company itself for the purpose of compensating the Executive Board or to ask the Executive Board to acquire such treasury shares on its behalf.

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

In addition to the report made under Agenda Item 11, 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 12, which is published in full hereafter:

In addition to the possibilities provided for under Agenda Item 11 to acquire treasury shares, the Company shall also be authorised to acquire treasury shares using particular equity derivatives. By doing this, the volume of shares that may be purchased will not be increased but simply a further alternative to purchase treasury shares will be available. This additional alternative will expand the Company´s ability to structure the acquisition of treasury shares in a flexible manner.

For the Company it may be advantageous to purchase call options, sell put options or acquire shares using a combination of call and put options or other equity derivatives instead of directly acquiring shares of the Company. These acquisition alternatives 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 authorisation was exercised. The term of the options may not exceed 18 months and must furthermore be chosen in such a way that the shares are acquired upon the exercise of the options no later than May 5, 2015. Thus, it is guranteed that the Company will not repurchase any treasury shares after expiration of the authorisation to repurchase treasury shares valid until May 5, 2015 - subject to a new authorisation.

When agreeing a call option, the Company obtains the right against payment of an option premium to, prior to a deadline or at a certain point of time, purchase shares of the company the number of which had been agreed in advance at a specific price (strike price) from the respective seller of the option, the option writer. The exercise of the call option is principally sensible from the Company´s point of view if the stock exchange rate of the share is higher than the strike price as it can then purchase the shares at a lower price from the option writer than on the market. The same shall apply if, by exercising the option, a block of shares is acquired which could otherwise only have been acquired for a higher price. In addition, the Company´s liquidity is preserved when using call options as the strike price for the shares only needs to be paid upon exercise of the call option. These aspects may, in individual cases, justify that the Company utilises call options for a planned repurchase 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. From the Company´s perspective, when exercising a call-option, the consideration to be paid for the acquisition of the shares is reduced by the option premium already paid.

When selling put options, the Company gives the respective holder of put options the right to, within a certain time period or 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 acquire treasury shares in accordance with the put option, the Company shall receive an option premium which has to be established again 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 shares. For the option holder, the exercise of a put option principally makes economic sense only if the stock market price of the shares, 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 he can achieve at the market. The Company, however, can protect itself at the market against too high risks from the development of the exchange rate. The share buyback using equity derivatives is advantageous for the Company as the Company may specify a certain strike price already when concluding the option transaction, whereas liquidity will not flow out until the date the options are exercised. From the Company´s perspective the consideration to be paid for the acquisition of the shares is reduced by the option premium already collected. If the option holder does not exercise the options, particularly because the share price on the date or during the time period of the exercise exceeds the strike price, the Company, although unable to acquire any treasury shares, still finally keeps the option premium received without any further consideration.

The consideration to be paid by the Company for the shares using options is the respective strike price (excluding incidental purchasing costs but considering the received and paid option premium). The strike price may be higher or lower than the stock market price of the share of the Company on the day of the conclusion of the option transaction and on the day of the acquisition of the shares upon exercise of the option. It may however not be more than 10% higher or 20% lower than the average stock market 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 the option transaction. The Company may also conclude equity derivatives providing for a delivery of shares with a reduction on the weighted average stock market price. The obligation to execute option transactions and other equity derivatives solely with one or more financial institution(s) or such companies while ensuring that the options and other equity derivatives are only serviced with shares acquired 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 acquired through the stock exchange at the stock market price of the Company´s shares valid at the time of the acquisition through the stock exchange. As the price for options (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. On the other hand, 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 repurchase of treasury shares and to achieve the advantages resulting from such use. A conclusion of the relevant equity derivatives with all shareholders is not feasible.

Having carefully weighed the interests of shareholders and of the Company, and given the advantages to the Company that may result from the use of put options, call options, a combination of put and call options or other above- mentioned equity derivatives, the Executive Board considers the authorisation 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.

With regard to the utilisation of treasury shares repurchased based on equity derivatives, there is no difference to the possibilities of utilisation proposed under Agenda Item 11. Regarding the justification of the exclusion of the shareholders´ subscription rights when utilising shares, please see the report by the Executive Board on Agenda Item 11.

DOCUMENTS PERTAINING TO THE ANNUAL GENERAL MEETING; PUBLICATION ON THE COMPANY'S WEBSITE

The approved consolidated financial statements and Group management report as at December 31, 2009, the adopted annual financial statements and management report of adidas AG for the financial year 2009, the Explanatory Report of the Executive Board on the Disclosures pursuant to §§ 289 sections 4 and 5, and 315 section 4 HGB, the Supervisory Board Report for 2009, the Executive Board´s proposal on the appropriation of retained earnings as well as the Executive Board reports on Agenda Items 7, 10, 11 and 12, which are printed above in their complete form, are available on the Company's website on www.adidas- Group.com/agm as of the date of convocation of the Annual General Meeting and until the conclusion thereof. The documents are also available for inspection at the Annual General Meeting of adidas AG.

In addition, the aforementioned documents will be available for inspection at the Company´s business premises as of the date of convocation of the Annual General Meeting. All shareholders will be sent a free copy of these documents without delay upon request.

The information and documents outlined in § 124a AktG are also accessible on the Company's website www.adidas-Group.com/agm as of the day of convening the Annual General Meeting.

PRECONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING AND THE EXERCISE OF VOTING RIGHTS

Shares entitling to participation and granting voting rights As at the date of convocation of the Annual General Meeting, the Company´s nominal capital amounted to EUR 209,216,186 divided into 209,216,186 no-par- value bearer shares (shares). Each share grants one vote. As at the date of convocation of the Annual General Meeting, the Company does neither directly nor indirectly hold any treasury shares. Therefore, as at the date of convocation the total number of shares which are entitled to participate in and vote at the Annual General Meeting amounts to 209,216,186 shares.

Registration and proof of share ownership In accordance with § 20 of the Company´s Articles of Association, only those shareholders are entitled to participate in the General Meeting and exercise their voting rights who have registered with the Company under the following address and who have submitted a special record of share ownership issued by the depository to the Company to the following address:

adidas AG
    c/o Commerzbank AG
    WASHV dwpbank AG
    Wildunger Straße 14
    60487 Frankfurt am Main, Germany

    Fax No.: +49 (0) 69 5099-1110
    E-Mail: hv-eintrittskarten@dwpbank.de

The record shall refer to the beginning of  April  15,  2010  (00:00  hrs  CEST) 

(Record Date). The registration must reach the Company together with the record not later than the end of April 29, 2010 (24:00 hrs CEST) at the above- mentioned address. The registration and share ownership record have to be submitted in written form in either English or German. The Company is entitled, in case of doubt about the correctness or authenticity of the record, to demand an additional appropriate form of evidence. If this is not submitted at all or not in a suitable form, the Company may reject the shareholder.

Following the due receipt of the registration and of the record of share ownership, the entrance tickets for the Annual General Meeting will be sent to the shareholders. To ensure the timely receipt of the entrance tickets, we kindly ask our shareholders to request their depository to issue an entrance ticket for the participation in the Annual General Meeting in due time. The depository will take care of the necessary registration for the Annual General Meeting and the record of the share ownership.

Record Date and disposition of shares The only persons who will be treated as shareholders in relation to the Company and who may therefore attend the meeting or exercise their voting rights are those shareholders who have furnished proof. Solely the proven shareholding of the shareholder as at the record date is decisive for the authorisation to participate and for the extent of the voting rights.

The shares will neither be blocked with the elapsing of the record date nor when registering for the Annual General Meeting. Thus, shareholders may continue to dispose of their shares at their discretion even on and after the record date or after having registered. Such disposition does not have any impact on the authorisation to participate or on the extent of the voting right. The same is applicable for a purchase or further purchase after the record date. Persons who purchase shares for the first time after the record date are not eligible to participate. Yet, the record date is irrelevant for the entitlement to dividends.

VOTING PROCEDURE

Shareholders may exercise their voting rights through authorisation of a bank, a shareholders´ association or any other person of their choice. For issuing the power of representation, written form is sufficient. If the powers of representation are granted to a bank, a shareholders´ association or persons, institutes or companies being of equal status with regard to the exercise of voting rights in accordance with § 135 section 8 or §§ 135 section 10, 125 section 5 AktG, the requirements of the power of representation are based on the legal regulations stipulated in § 135 AktG, i. e. in particular that the

power of representation needs to be verifiably kept, and on the  particulars  of
the respective authorised persons to be inquired of  the  respective  authorised
person.

As  special  service,  we  offer  to  our  shareholders  as  in  the  past,  the
possibility of authorising the proxies appointed by  the  Company  to  represent
them  at  the  Annual  General  Meeting  in   accordance   with   their   voting 

instructions. For this purpose, a power of representation and instructions on how to exercise the voting rights have to be given to these proxies. In this context, it must be pointed out that neither prior to, nor during the Annual General Meeting, the proxies may accept voting instructions on motions. They are only able to vote on agenda items they have been given voting instructions for by the shareholders.

Powers of representation and voting instructions to the proxies appointed by the Company must be reached in writing or by facsimile at the following address by May 5, 2010, 24:00 hrs CEST at the following address:

adidas AG
    Group Legal/Corporate
    Adi-Dassler-Platz 1-2
    91074 Herzogenaurach, Germany

    Fax No.:     +49 (0) 9132 84-3219 

In accordance with the procedure determined by the Company, after their registration, shareholders may also grant powers of representation and voting instructions to the proxies nominated by the Company electronically via Internet, subject to technical availability of the website, at the address www.adidas-Group.com/agm until the end of the general debate. The power(s) and instructions granted via Internet can still be changed during the course of the Annual General Meeting, subject to technical availability of the website, also until the end of the general debate. When granting powers and voting instructions via the Internet, it is however not possible to participate in a potential voting on possible motions, proposals or other motions not disclosed to the Annual General Meeting by the Company in advance. Likewise, it is not possible to give voting instructions on such items.

Those shareholders who wish to grant a power of representation to a person of their choice, a bank, a shareholders´ association or another person equal pursuant to § 135 section 8 or §§ 135 section 10, 125 section 5 AktG or to the proxies appointed by the Company also require an entrance ticket to the General Meeting. Hence, they need to register for participation in due time. The entrance ticket contains a form which can be used for the granting of a power of representation. This form can also be found on the Internet on www.adidas- Group.com/agm. The proof of authorisation can be sent to the Company until May 5, 2010, 24:00 hrs CEST by email at the following address: agm-service@adidas- Group.com. For the form of such powers of representation and the proof of authorisation of banks, shareholders´ associations or persons, institutes or companies being of equal status in accordance with § 135 section 8 or §§ 135 section 10, 125 section 5 AktG, particulars may be applicable which need to be inquired of the persons to whom the powers of representation are granted.

In case shareholders grant powers of representation to more than one person, the Company may reject one or more of these persons.

Further details on the participation in the Annual General Meeting as well as on the granting of powers and instructions will be sent to the shareholders together with the entrance tickets. The relevant information can be found on the Internet on www.adidas-Group.com/agm.

ONLINE TRANSMISSION OF THE GENERAL MEETING

The Company´s shareholders as well as any interested person may follow the Annual General Meeting on May 6, 2010 from 10:30 hrs CEST in its full length live online on www.adidas-Group.com/agm, subject to technical availability. A recording of the speech of the Chairman of the Executive Board will be available on the Company´s website after the Annual General Meeting. Furthermore, promptly following the General Meeting, the presentations held during the General Meeting as well as the results of the votes can be found on the Company's website.

SUPPLEMENTARY ITEMS FOR THE AGENDA (pursuant to § 122 section 2 AktG)

Shareholders whose shares correspond to 5% of the nominal capital or the pro- rata amount in the nominal capital of EUR 500,000 can request that items are added to the agenda and published accordingly. Each new item must be accompanied by an explanatory statement or a proposed resolution. Such request must have reached the Company by April 5, 2010, 24:00 hrs CEST in writing at the following address:

adidas AG
    Group Legal/Corporate
    Adi-Dassler-Platz 1-2
    91074 Herzogenaurach, Germany 

or by e-mail including the name of the applicant and a qualified electronic signature at: agm-service@adidas-group.com. Applicants must prove that they have been in possession of the sufficient amount of shares for a period of at least three months as stipulated by law (§§ 122 section 2, 122 section 1 sentence 3, 142 section 2 sentence 2 AktG as well as § 70 AktG) and that they have been in possession of the shares until the decision on posting the application has been passed.

COUNTERMOTIONS AND NOMINATIONS SUBMITTED BY SHAREHOLDERS (pursuant to §§ 126 section 1, 127 AktG)

Countermotions by shareholders on particular items of the agenda or suggestions by the shareholders on the appointment of the auditor are made accessible on the Internet at www.adidas-Group.com/agm including the shareholder´s name, the explanatory statement and a possible statement by the management insofar as the following requirements are met:

Any countermotions concerning a proposal of the Executive Board and/or of the Supervisory Board on a specific agenda item as well as any proposals for appointments must be received by the Company by April 21, 2010, 24:00 hrs CEST. They need to be sent while proving share ownership exclusively to:

adidas AG
    Group Legal/Corporate
    Adi-Dassler-Platz 1-2
    91074 Herzogenaurach, Germany


    Fax No.:  +49 (0) 9132 84-3219
    E-Mail: agm-service@adidas-Group.com 

Countermotions or nominations addressed otherwise or such not having reached the Company in time cannot be considered.

Countermotions must be reasoned. A countermotion does not need to be made accessible by the Company if one of the facts of exclusion in accordance with § 126 section 2 AktG exists. The respective facts of exclusion are outlined on the Internet on www.adidas-Group.com/agm. The explanatory statement does not need to be made accessible if the entire document consists of more than 5,000 characters.

Shareholders' proposals on the appointment of the auditor do not need to be reasoned. A proposal for an appointment does not need to be made accessible by the Company if one of the facts of exclusion in accordance with §§ 127 sentence 1, 126 section 2 AktG exists. The respective facts of exclusion are outlined on the Internet on www.adidas-Group.com/agm. In addition, proposals on the appointment of the auditor will also not be made accessible if they do not contain the full name, the exercised profession and the place of residence of the nominee (§ 127 sentence 3 AktG). In all other respects, the above provisions and regulations on making countermotions accessible shall apply mutatis mutandis.

The right of each shareholder to issue countermotions on various agenda items or make proposals for candidates during the Annual General Meeting, also without prior submission to the Company, remains unaffected. We would like to point out that countermotions and proposals for candidates which have been submitted to the Company in advance will only be considered at the Annual General Meeting if they are issued orally at the meeting.

SHAREHOLDERS´ RIGHTS TO INFORMATION (pursuant to § 131 section 1 AktG)

At the Annual General Meeting, every shareholder or shareholder representative may request information on matters of the Company from the Executive Board insofar as this information is required for the appropriate judging of the agenda item (§ 131 section 1 AktG). The right to information also extends to the legal and business relations of the Company to an affiliated company as well as the business situation of the Group and the companies included in the consolidated financial statements. Requests are in general made orally at the Annual General Meeting during the general debate.

The information must conform to the principles of conscientious and truthful accountability. Pursuant to requirements as stipulated under § 131 section 3 AktG, the Executive Board may refuse to provide information. An overview of these reasons pursuant to which the Executive Board may refuse to give information can be found on the website www.adidas-Group.com/agm. In accordance with § 22 section 2 of the Articles of Association, the chairman of the meeting can limit the shareholders´ right to speak to an appropriate time limit. At the beginning of the General Meeting or during its course, s/he is in particular authorised to set an appropriate time frame for the entire course of the General Meeting, for individual agenda items or for individual questions or statements.

Herzogenaurach, March 2010

adidas AG The Executive Board

end of announcement                               euro adhoc
-------------------------------------------------------------------------------- 

Further inquiry note:

Group Legal/Corporate
Tel.: +49 (0)9132 84 4917
E-Mail: agm-service@adidas-group.com

Branche: Recreational & Sports goods
ISIN: DE0005003404
WKN: 500340
Index: DAX, CDAX, HDAX, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade
Original-Content von: adidas AG, übermittelt durch news aktuell

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