Adidas : Articles of Association (adidas AG Articles of Association May 2023)

Articles of Association of adidas AG

Herzogenaurach

as amended on May 25, 2023

In order to enhance readability, gender-specific wording is omitted in the Articles of Association.

The chosen masculine form refers to all genders.

Convenience translation.

In the event of any differences in interpretation, the German version shall prevail.

A R T I C L E S O F A S S O C I A T I O N

OF ADIDAS AG

§ 1

Corporate Name, Place of Registered Office and Financial Year

1. The name of the publicly listed Company is adidas AG
2. The registered office of the Company shall be located in Herzogenaurach.
3. The financial year of the Company shall be the calendar year.

§ 2

Purpose of the Company

1. The purpose of the Company is the development, production and distribution of apparel, footwear, equipment and other products as well as of IT-based applications and products and the rendering of services in the areas of sports and leisure as well as adjoining fields.
2. The Company may also restrict its respective activities to part of the activities specified in section 1. It may also pursue the purpose of the Company pursuant to section 1, either completely or partially, through affiliated companies within the meaning of §§ 15 et seq. German Stock Corporation Act (Aktiengesetz - AktG).

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3. The Company is entitled to all measures and business transactions which are appropriate to directly or indirectly promote the purpose of the Company pursuant to section 1. This also includes the establishment of branches in Germany and abroad. Furthermore, the Company may, in particular, establish, acquire or sell other companies of the same or a similar type or directly or indirectly establish participations in such companies and financial participations and assume the management or may restrict itself to the administration of the holdings.

§ 3

Publications and Transmission of Data

1. Official announcements by the Company shall be published in the German Federal Gazette (Bundesanzeiger).
2. The Company shall be authorized to transmit information to its shareholders by electronic means subject to their approval.

• 4
  Nominal Capital

1. The nominal capital of the Company shall be EUR 180,000,000 and be divided into

180,000,000 no-par-value shares.

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

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Board approval, to exclude residual amounts from the shareholders' subscription rights.

1. The Executive Board shall be authorized for a duration of five years effective from the entry of this authorization with the commercial register, to increase the nominal capital, subject to Supervisory Board approval, by issuing new shares against contributions in cash and/or kind once or several times by no more than EUR 20,000,000 altogether (Authorized Capital 2021/II). The shareholders may also be granted the statutory subscription right by offering the new shares to one or several credit institutions or other companies as defined by § 186 section 5 sentence 1 AktG or to a group or a syndicate of banks and/or such companies with the obligation to offer them to the shareholders for subscription (indirect subscription right). The Executive Board is authorized, subject to Supervisory Board approval, to exclude residual amounts from shareholders' subscription rights and to wholly or partly exclude shareholders' subscription rights when issuing shares against contributions in kind. Additionally, the Executive Board may, subject to Supervisory Board approval, exclude shareholders' subscription rights if the new shares against contributions in kind are issued at a price not significantly below the stock market price of the Company's shares already quoted on the stock exchange at the point in time when the issue price is ultimately determined, which should be as close as possible to the placement of the shares; this exclusion of subscription rights can also be associated with the listing of the Company's shares on a foreign stock exchange. The authorization to exclude subscription rights under this authorization, however, may only be used to the extent that the pro-rata amount of the new shares in the nominal capital together with the pro-rata amount in the nominal capital of other shares which have been issued while excluding subscription rights by the Company since May 12, 2021, subject to the exclusion of subscription rights on the basis of an authorized capital or following a repurchase or for which subscription or conversion rights or subscription or conversion obligations have been granted, through the issuance of convertible bonds and/or bonds with warrants, does not exceed 10% of the nominal capital existing on the date of the entry of this authorization with the commercial register or - if this amount is lower - as of the respective date on which the resolution on the utilization of the authorization is adopted. The previous sentence does not apply to the exclusion of subscription rights for residual amounts. The Authorized Capital 2021/II must not be used to issue shares within the scope of compensation or participation programs for Executive Board members or employees or for members of the management bodies or employees of affiliated companies.
2. The nominal capital is conditionally increased by up to EUR 12,500,000 divided into not more than 12,500,000 no-par-value shares (Contingent Capital 2022). The contingent capital increase serves the issuance of no-par-value shares

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when exercising option or conversion rights or fulfilling the respective option and/or conversion obligations or, when exercising the Company's right to choose to partially or in total deliver registered no-par-value shares of the Company instead of paying the due amount to the holders or creditors of bonds issued by the Company or a subordinated group company up to May 11, 2027 on the basis of the authorization resolution adopted by the Annual General Meeting on May 12, 2022. The new shares will be issued at the respective option or conversion price to be established in accordance with the aforementioned authorization resolution. The contingent capital increase will be implemented only to the extent that holders or creditors of option or conversion rights or the persons obliged to exercise the option or conversion obligations based on bonds issued by the Company or a subordinated group company and guaranteed by the Company pursuant to the authorization of the Executive Board granted by the resolution adopted by the Annual General Meeting on May 12, 2022 (Agenda Item 7) up to May 11, 2027, exercise their option or conversion rights or, if they are obligated to exercise the option or conversion obligations, fulfill their obligations to exercise the warrant or convert the bond, or to the extent that the Company exercises its rights to choose to deliver shares in the Company for the total amount or a partial amount instead of payment of the amount due and insofar as no cash settlement, treasury shares or shares of another public-listed company are used to service these rights. The new shares will carry dividend rights from the commencement of the financial year in which the shares are issued. In the event that, at the time of issuance of the new shares, no resolution on the appropriation of retained earnings for the financial year directly preceding the year in which the shares are issued has been passed, the Executive Board is authorized, to the extent legally permissible, to determine that the new shares will carry dividend rights from the commencement of the financial year directly preceding the year in which the shares are issued. Furthermore, the Executive Board is authorized to stipulate additional details concerning the implementation of the contingent capital increase.

1. Upon issuance of new shares, the beginning of profit-participation may be fixed in deviation from § 60 section 2 AktG.
2. 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.

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7. The Executive Board, in agreement with the Supervisory Board, shall decide upon form and contents of the share certificates, profit share and renewal coupons. The Company shall be entitled to document its total nominal capital by one or several multiple share certificates. The shareholders' claim to the issuance of individual share certificates shall be excluded unless such issuance is required in accordance with the regulations valid at a stock exchange at which the shares are admitted.

• 5
  Corporate Bodies

Corporate bodies are:

1. the Executive Board
2. the Supervisory Board
3. the General Meeting

• 6
  Executive Board

The Executive Board shall consist of at least two persons. The exact number of Executive Board members shall be determined by the Supervisory Board through the respective appointment or cancelation of the appointment of Executive Board members. The Supervisory Board may appoint a Chairman as well as a Deputy Chairman of the Executive Board.

§ 7

Management of the Executive Board

1. The members of the Executive Board shall do business in accordance with the laws, the Articles of Association and the Rules of Procedure of the Executive Board and of the Supervisory Board.

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2. The resolutions of the Executive Board shall be passed with a simple majority of the submitted votes. In the case of a draw, the Chairman of the Executive Board shall have the casting vote. In case s/he should be prevented from performing this duty, the Deputy Chairman shall have the casting vote, both if they plead so.

• 8
  Representation of the Company

The Company shall be represented

1. by two members of the Executive Board or
2. by one member of the Executive Board jointly together with an authorized representative (Prokurist).

§ 9

Composition of the Supervisory Board

1. For the composition of the Supervisory Board, § 7 section 1 sentence 2 in conjunction with § 7 section 1 sentence 1 number 2 German Co-Determination Act (Mitbestimmungsgesetz - MitbestG) shall apply. The Supervisory Board shall thus be composed of 16 members to be elected pursuant to the provisions of the MitbestG, that is of
2. 1. eight members to be elected by the shareholders and
   2. eight members to be elected by the employees.
3. The members of the Supervisory Board shall be appointed for the period until the end of such Annual General Meeting which resolves on their discharge from responsibility for the fourth financial year after the beginning of the term of office unless the General Meeting, when electing its members for the Supervisory Board, decides on shorter terms of individual members or of all members to be elected by it. The financial year in which the term of office begins is not counted.

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1. For members of the Supervisory Board representing the shareholders, substitute members may be elected, who, in the order determined at the election, replace the prematurely leaving members of the Supervisory Board representing the shareholders.
2. If a member of the Supervisory Board is elected as substitute for a leaving member, his/her office shall continue for the remainder of the term of office of the leaving member. If a substitute member is replacing the leaving member, his/her office shall terminate at the end of the next General Meeting at which new elections take place, at the latest with the expiration of the term of office of the leaving Supervisory Board member.
3. The members and the substitute members of the Supervisory Board may resign from their office by means of a written declaration addressed to the Chairman of the Supervisory Board or to the Executive Board, observing a period of notice of four weeks.

§ 10

Duties and Rights of the Supervisory Board

1. The Supervisory Board shall have all duties and rights which are assigned to it by law, the Articles of Association or otherwise. The Supervisory Board shall be entitled to make amendments to the Articles of Association concerning only the wording.
2. The Executive Board shall report to the Supervisory Board or respectively to the Chairman of the Supervisory Board on an individual case basis as well as on a regular basis, at the latest at the end of each quarter of a calendar year, and to the extent provided by law and the Rules of Procedure of the Executive Board and of the Supervisory Board.
   Furthermore, the Supervisory Board as well as any of its members may, at any time, request a report to the Supervisory Board on matters of the Company, on its legal and business relations to affiliated companies as well as on business transactions within those companies which may materially affect the situation of the Company.

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§ 11

Declarations by the Supervisory Board

Declarations by the Supervisory Board shall be made by the Chairman on behalf of the Supervisory Board or, in case s/he should be prevented from doing so, by a deputy.

§ 12

The Chairman and his/her Deputies

1. The Supervisory Board shall elect from among itself, in accordance with § 27 sections 1 and 2 MitbestG, a Chairman and a deputy for the fixed term. It shall further elect an additional deputy, the election of whom shall not be subject to § 27 MitbestG. The election shall take place in a meeting not separately convened following the General Meeting which has elected the members of the Supervisory Board representing the shareholders. In case the Chairman or a deputy resigns from office prior to the end of their term, the Supervisory Board shall hold a new election for the remaining term in office of the leaving member pursuant to the 1st and 2nd sentence above.
2. A deputy of the Chairman shall have the same rights as the Chairman in all cases in which s/he, while the Chairman is prevented from performing his/her duties, acts in substitution of the Chairman, however with the exception of the second vote granted to the Chairman in accordance with MitbestG regulations.
3. In case both, the Chairman and his/her deputies, are prevented from fulfilling their duties, these obligations shall be taken over by the oldest member of the Supervisory Board in terms of age for the period of prevention.

§ 13

Rules of Procedure and Committees

1. The Supervisory Board shall adopt rules of procedure.
2. The Supervisory Board may, from among itself, form committees and determine their duties and rights. Powers of decision may also be transferred to such committees within the scope of mandatory statutory provisions.

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Immediately upon the election of the Chairman and his/her deputy elected in accordance with § 27 MitbestG, the Supervisory Board shall form a committee to carry out the duties stipulated in § 31 section 3, sentence 1 MitbestG, which shall consist of the Chairman, his/her deputy elected in accordance with

§ 27 MitbestG as well as one member to be elected by the employees' representatives and one member to be elected by the shareholders' representatives with a majority of the submitted votes.

3. In case the Chairman of the Supervisory Board is a member of a committee which consists of an equal number of members of the Supervisory Board representing the shareholders and members representing the employees, and a voting of the committee results in a draw, then the Chairman shall have two votes if another voting on the same issue results in a draw again. § 108 section 3 AktG is also applicable to the second vote.

1. • 14
     Convocation
2. The meetings of the Supervisory Board shall be called by the Chairman or, in case s/he should be prevented from performing this duty, by a deputy, by notice given at least 14 days prior to the meeting. The convocation shall be conducted in writing, by telephone, by facsimile or by means of electronic telecommunication. For computation of such period both the day of posting the invitation and the day of the meeting are not counted. In urgent cases the Chairman may shorten this period and call the meeting orally. The legal authorization of other corporate bodies or members of other corporate bodies to convene Supervisory Board meetings shall remain unaffected.
3. The invitation shall include the agenda of the meeting.
4. • 15

Resolutions

1. The Chairman of the Supervisory Board or, in case s/he should be prevented from performing this duty, a deputy shall be entitled to adjourn a convened meeting prior to its opening.

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