Adidas : Explanations regarding the rights of shareholders

Explanations on the rights of shareholders pursuant to

• 122 section 2, 126 section 1, 127, 131 section 1 German Stock Corporation Act (Aktiengesetz - AktG)

The convocation of the Annual General Meeting 2024 already contains explanations with regard to the rights of shareholders pursuant to §§ 122 section 2, 126 section 1, 127, 131 section 1 AktG. The specifics given hereafter provide further information on these rights:

Supplementary items for the Agenda (pursuant to § 122 section 2 AktG)

Shareholders whose shares correspond to one-twentieth of the nominal capital or to a pro-rata amount of EUR 500,000 in the nominal capital or more may demand that items are added to the agenda and published i. a. in the German Federal Gazette and on the website at www.adidas-Group.com/agm. Each new item must be accompanied by an explanatory statement or a proposed resolution.

Such demands must reach the Company's Executive Board by April 15, 2024, 12:00 p.m. CEST.

Please submit such demands in writing to:

adidas AG Executive Board

Supervisory Board Office & Corporate Legal Adi-Dassler-Straße 1

91074 Herzogenaurach Germany

or by e-mail including the names of the demanding shareholders with a qualified electronic signature to agm- [e-mail]. Demands to add agenda items must be made in German. Should they be published in English as well, a corresponding translation must be submitted.

Shareholders demanding that items be added to the agenda must prove pursuant to § 122 section 2 in conjunction with § 122 section 1 sentence 3 AktG that they have been in possession of a sufficient number of shares for at least 90 days before the date of receipt of such demand and that they will be in possession of the shares until the Executive Board has made a decision on the respective demand. § 121 section 7 AktG will be applied to the calculation of the period analogously. As regards the calculation of the period of shareholding, § 70 AktG is applicable. The date of receipt of the demand will not be included in the calculation. Rescheduling from a Sunday, Saturday or holiday to a preceding or following working day is not an option. §§ 187 through 193 German Civil Code (Bürgerliches Gesetzbuch - BGB) will not be applied analogously.

Admissible supplements to the agenda are published by adidas AG in the German Federal Gazette immediately upon receipt of the demand for supplementing the agenda, unless they have already been disclosed together with the convocation of the Annual General Meeting. They will be published on the Company's website at www.adidas- group.com/agm and will be disclosed to the shareholders entered in the share register pursuant to § 125 section 1 sentence 3 AktG. Any statements issued by the management will also be published on the above website.

If demands for adding items to the agenda must be published in accordance with the aforementioned statements, resolution proposals in these requests are treated like proposals submitted at the Annual General Meeting if the shareholder submitting the demand has been duly legitimized and registered for the Annual General Meeting.

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The statutory provisions underlying the shareholders' right to demand the addition of supplementary items to the agenda read as follows:

§ 122 AktG - Convocation of a shareholders' meeting at the request of a minority (extract)

1. The general meeting is to be convened wherever shareholders, whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital, demand that it be so convened, doing so in writing and citing the purpose and the reasons therefor; the demand is to be addressed to the management board. The by- laws may tie the right to demand that the general meeting be convened to a different form and to possession of a lesser portion of the share capital. The petitioners are to submit proof that they have been holders of the shares of stock for at least 90 days prior to the date on which their demand is received, and that they will continue to hold the shares until the management board takes a decision regarding their petition. § 121 section 7 shall apply mutatis mutandis.
2. In like manner, shareholders whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital, or to a stake of 500,000 euros, may demand that items of business be set out in the agenda and be published by notice. Each new item shall be accompanied by a statement of reasons or a proposed resolution. The demand within the meaning of sentence 1 must be received by the company at the latest 24 days prior to the general meeting, in the case of companies listed on a stock exchange at the latest 30 days prior to the general meeting; the date on which the demand is received is not to be included in calculating the period.

§ 124 AktG - Publications of demands for supplements; proposals for resolutions (extract)

1. Where the minority pursuant to § 122 section 2 has demanded that items be set out in the agenda, notice of said items is to be given by publication either together with the invitation convening the general meeting or, if that is not the case, without undue delay after the demand has been received. § 121 section 4 shall apply mutatis mutandis; in addition, § 121 section 4a shall apply analogously to companies listed on a stock exchange. Publication and submission shall be made in the same way as required for a convocation of the meeting.

§ 121 AktG - General provisions (extract)

1. In the case of periods and deadlines that are counted back from the date of the general meeting, the date of the general meeting itself is not to be counted. Rescheduling the general meeting from a Sunday, a Saturday or a holiday to a preceding or subsequent business day is not an available option. §§ 187 to 193 of the BGB shall have no corresponding application. In the case of companies not listed on the stock exchange, the by-laws may provide for a different calculation of the period.

§ 70 AktG - Calculation of the period of shareholding

If the exercise of rights attaching to the share of stock is contingent upon the shareholder having been holder of theshare of stock for a specified period of time, then a claim to transfer of title against a credit institution, a financial services provider, a securities institution or an enterprise pursuing activities in accordance with section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the Banking Act is equivalent to ownership of the share of stock. The period of ownership of a predecessor in title is attributed to the shareholder if they have purchased the share of stock in any of the following manners: without monetary consideration, from their trustee, as a universal successor, in the course of a distribution of assets among a community or as part of a portfolio transfer pursuant to section 13 of the Insurance Supervisory Act (Versicherungsaufsichtsgesetz - VAG) or section 14 of the Act on Savings and Loan Associations (Gesetz über Bausparkassen - BauSparkG).

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Countermotions and nominations or appointment proposals (pursuant to §§ 126 section 1, 127 AktG)

Countermotions by shareholders on particular items of the agenda and proposals by shareholders for the election of Supervisory Board members or the appointment of the auditor are made accessible on the Company's website at www.adidas-group.com/agm including the shareholder's name, the explanatory statement - if required and available - and a possible statement by the management insofar as the following requirements are met:

Any countermotions to a proposal of the Executive Board and/or the Supervisory Board on a specific agenda item as well as any election or appointment proposals must be received by the Company by May 1, 2024, 12:00 p.m. CEST, so as to be made accessible.

They must be sent exclusively to

adidas AG

Supervisory Board Office & Corporate Legal Adi-Dassler-Straße 1

91074 Herzogenaurach Germany

or by e-mail to [e-mail]

Countermotions and nominations or appointment proposals must be submitted in German. Should they be published in English as well, a corresponding translation must be submitted.

Countermotions require a statement of reasons. A countermotion with its statement of reasons does not need to be made accessible by the Company if one of the facts of exclusion pursuant to § 126 section 2 sentence 1 AktG exists. The statement of reasons does not have to be made accessible either if the entire document consists of more than 5,000 characters.

Shareholders' proposals on the election of Supervisory Board members or appointment of the auditor do not require a statement of reasons. Shareholders' proposals do not have to be made accessible by the Company if one of the facts of exclusion of §§ 127 sentence 1, 126 section 2 sentence 1 AktG exists or if they do not contain the full name, the exercised profession and the place of residence of the candidate, and, in case of proposals for the election of Supervisory Board members, details on their membership in other statutory supervisory boards (§ 127 sentence 3 AktG). It is not mandatory to make any statements of reasons accessible if the entire document consists of more than 5,000 characters.

The right of each shareholder to submit countermotions on the various agenda items or to make election or appointment proposals during the Annual General Meeting remains unaffected.

We would like to point out that countermotions and election or appointment proposals, even if they were made accessible upon shareholders' request prior to the Annual General Meeting, will only be considered at the Annual General Meeting if they are submitted at the meeting.

The statutory provisions underlying the right to submit countermotions and nomination or appointment proposals read as follows:

§ 126 AktG - Motions by shareholders (extract)

1. Motions by shareholders are to be made accessible to the beneficiaries set out in § 125 section 1 to 3, subject to the pre-requisites listed therein, including the name of the shareholder, the reasons for which the motions are being made, and a statement, if any has been made, by the management regarding its position, provided that the shareholder has sent, at the latest 14 days prior to the date of the general meeting, a countermotion opposing a proposal or guidance by the management board and the supervisory board regarding a certain item of business

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set out in the agenda, specifying the reasons therefor, to the address set out for this purpose in the invitation convening the general meeting. The date on which the countermotion is received shall not be included in calculating the period. In the case of companies listed on the stock exchange, the countermotion shall be made accessible via the company's website. § 125 section 3 shall apply mutatis mutandis.

1. A countermotion and corresponding statements of reasons do not need to be made accessible
2. 1. inasmuch as the management board would be liable to punishment under law, were it to make such proposal accessible;
   2. if the countermotion were to result in the general meeting adopting a resolution that is in violation of the law or of the by-laws;
   3. if the reasons make manifestly false or misleading statements regarding key aspects or if they are insulting;
   4. if a countermotion made by the shareholder based on the same facts and circumstances has already been made accessible pursuant to section 125 for a general meeting of the company;
   5. if the same countermotion of the shareholder, citing substantially the same reasons, has been made accessible pursuant to § 125 in the past five years to at least two general meetings of the company, and if less than one twentieth of the share capital represented voted for this countermotion at the general meeting;
   6. if the shareholder indicates that they will not attend the general meeting and will not have a proxy represent them; or
   7. if, in the past two years at two general meetings, the shareholder has failed to propose or to have proposed a countermotion regarding which they have informed the company.

The statement of reasons does not need to be made accessible if the entire document consists of more than 5,000 characters.

1. Where several shareholders propose countermotions regarding one and the same item of business to be resolved upon, the management board may combine the countermotions and the reasons specified for them.

• 127 AktG - Nominations by shareholders
• • 126 applies accordingly to nominations by shareholders of candidates for the supervisory board or as statutory auditors. No reasons need be specified for the nomination. The management board need not make accessible the nomination also in those cases in which the nomination does not include the information pursuant to §124 section 3 sentence 4 and § 125 section 1 sentence 5. The management board is to supplement the nomination by a shareholder of candidates for the supervisory board of listed companies to which the Employee Co-Determination Act (Mitbestimmungsgesetz - MitbestG), the Act on the Co-Determinationby Employees in the Supervisory Boards andExecutive Boards of Mining Enterprises and Enterprises in the Iron- and Steel-Producing Industry (Montan- Mitbestimmungsgesetz - MontanMitbestG) or the Amending Act on Employee Co-Determination in the Iron- and Steel-Producing Industry (Mitbestimmungsergänzungsgesetz - MontanMitbestGErgG) apply, by the following substantive content:
  • 1. indication of the requirements stipulated by § 96 section 2;
    2. whether an objection has been raised against the fulfillment of the ratio by the supervisory board as a whole pursuant to § 96 section 2 sentence 3, and
    3. the number of seats on the supervisory board that must be filled, at a minimum, by women and men, respectively, in order to fulfill the requirement as to the minimum ratio pursuant to § 96 section 2 sentence 1.

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§ 124 AktG - Publications of demands for supplements; proposals for resolutions (extract)

1. […]
   4The proposals for nominations of candidates for the supervisory board or for the appointment of auditors shall state their names, profession exercised, and places of residence.

§ 125 AktG - Notifications for the shareholders and to members of the supervisory board (extract)

1. [...]
   5In the case of companies listed on the stock exchange, information on the candidates' membership in other supervisory boards mandated by law as a rule is to be attached to any nomination of candidates for the supervisory board; information on their membership in comparable supervisory committees of business enterprises within Germany and abroad as a rule is to be attached.

§ 96 AktG - Composition of the supervisory board (extract)

1. In the case of companies listed on the stock exchange, to which the Employee Co-Determination Act (MitbestG), the Act on the Co-Determination by Employees in the Supervisory Boards and Executive Boards of Mining Enterprises and Enterprises in the Iron- and Steel-Producing Industry (MontanMitbestG) or the Amending Act on Employee Co-Determination in the Iron- and Steel-Producing Industry (MontanMitbestGErgG) apply, the supervisory board shall be composed of women at a minimum ratio of 30 percent and of men at a minimum ratio of 30 percent. The minimum ratio shall be fulfilled by the supervisory board as a whole. Where, prior to the election, the side of the shareholder representatives or the side of the employee representatives raises an objection with the chairperson of the supervisory board, based on a resolution adopted by a majority, against the fulfillment of the ratio by the supervisory board as a whole, the minimum ratio for that election shall be fulfilled separately by the side of the shareholder representatives and by the side of the employee representatives. In all cases, the ratio is to be mathematically rounded up or down in order to achieve full numbers of persons. If, in the case of the ratio being fulfilled by the supervisory board as a whole, the higher ratio of women of one side is reduced subsequently and that side then objects to the fulfillment of the ratio by the supervisory board as a whole, this shall not cause the composition of the respective other side to be invalid. Where an election of members of the supervisory board by the general meeting and their delegation to the supervisory board violates the requirement as to the minimum ratio, this election shall be null and void. Where an election is declared to be null and void for other reasons, the elections performed in the meantime do not violate the requirement as to the minimum ratio in this regard. The acts governing co-determination set out in the first sentence are to be applied to the election of members of the supervisory board representing the employees.

Right to information (pursuant to § 131 section 1 AktG)

At the Annual General Meeting, every shareholder or their shareholder representative who registered in a due and proper manner may request information from the Executive Board on matters of the Company, the legal and business relations of the Company to an affiliated company as well as on the business situation of the Group and the companies included in the consolidated financial statements if such information is required for the proper evaluation of an item of the agenda. Requests are in general made orally at the Annual General Meeting during the general debate.

Any information must conform to the principles of conscientious and truthful accountability. Pursuant to the requirements stipulated under § 131 section 3 AktG, the Executive Board may refuse to provide information. The according preconditions can be taken from § 131 section 3 AktG which is set out hereafter. Since adidas AG is not a credit institution or a financial services institution, the preconditions stipulated under § 131 section 3 sentence 1 number 6 AktG do not apply.

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If information is provided outside an Annual General Meeting to a shareholder by reason of their status as a shareholder, such information shall upon request be provided to any other shareholder at the Annual General Meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. The Executive Board may refuse to provide such information only if provision thereof would render the Executive Board criminally liable or if the information is continuously available on the Company's website for a period of seven or more days prior to the General Meeting as well as during the entire General Meeting.

A shareholder who has been denied information may request that their question and the reason for which the information was denied be recorded in the notarized minutes of the General Meeting.

The statutory regulations on which these shareholder rights are based read as follows:

§ 131 Shareholders' right to request information (extract)

1. The management board is to inform each shareholder at the general meeting, upon a corresponding request being made, concerning matters pertaining to the company insofar as this is required in order to appropriately adjudge the item of business set out in the agenda. The obligation to provide information also extends to include the legal and business relations of the company with an affiliated enterprise. Where a company avails itself of the eased requirements pursuant to section 266 (1) sentence 3, section 276 or section 288 of the Commercial Code, each shareholder may request that, at the general meeting deliberating on the annual financial statements, the annual financial statements be made available to them in the form that they would be in without these eased requirements. The obligation of the management board of a parent undertaking to provide information (section 290 (1) and (2) of the Commercial Code) at the general meeting to which the consolidated financial statements and the consolidated management report are submitted also extends to cover the situation of the group and the enterprises included in the consolidated financial statements.
2. The information provided is to comply with the principles of conscientious and faithful accounting. The by-laws or the rules of procedure pursuant to section 129 may grant authority to the person chairing the meeting to impose reasonable time limits on the shareholder's right to ask questions and to speak, and may also allow them to make further determinations concerning the details in this regard.
3. The management board may refuse a request for information:
4. 1. inasmuch as the provision of the information, when assessed applying prudent business judgment, is suited to cause a greater than insignificant disadvantage to the company or an affiliated enterprise;
   2. inasmuch as it refers to carrying values for tax purposes or the amount of individual taxes;
   3. regarding the difference between the value at which objects were stated in the annual balance sheet and a higher value of such objects, unless the general meeting approves and establishes the annual financial statements;
   4. regarding the accounting and valuation methods insofar as it suffices to cite these methods in the notes in order to accurately represent the company's assets, financial position and revenue situation in keeping with its actual circumstances within the meaning of § 264 section 2 of the Commercial Code; this does not apply if the general meeting approves and establishes the annual financial statements;
   5. inasmuch as the management board would be liable to punishment under law were it to provide the information;
   6. inasmuch as, in the case of a credit institution, a financial services provider or a securities institution, no information need be provided regarding the accounting and valuation methods applied, nor regarding the netting performed in the annual financial statements, management report, consolidated financial statements or consolidated management report;
   7. inasmuch as such information is continuously accessible on the company's website for at least seven days prior to commencement of the general meeting, and also in its course.

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A provision of information may not be refused for other reasons.

1. Where information has been provided to a stockholder because of their capacity as such, and this was done outside of the general meeting, it is to be provided to every other shareholder making a corresponding request at the general meeting, even if such information is not required in order to appropriately adjudge the item of business set out in the agenda. In case of a virtual general meeting, it must be ensured that each shareholder who is connected electronically to the meeting may transmit their request in accordance with sentence 1 by means of electronic communication. The management board may not refuse to provide the information in accordance with section 3 sentence 1 nos. 1 to 4. Sentences 1 and 2 do not apply if a subsidiary undertaking (§ 290 sections 1 and 2 of the Commercial Code), a joint venture (§ 310 section 1 of the Commercial Code) or an associated enterprise (§ 311 section 1 of the Commercial Code) issues the information to a parent undertaking (§ 290 sections 1 and 2 of the Commercial Code) for purposes of including the company in the consolidated financial statements of the parent undertaking and the information is required for this purpose.
2. Where a shareholder's request for information is refused, the shareholder may demand that their question and the grounds for refusing to provide the information be included in the minutes of the meeting. In case of a virtual general meeting, it must be ensured that each shareholder who is connected electronically to the meeting may transmit their request in accordance with sentence 1 by means of electronic communication.

In addition, the chairperson of the meeting can limit the shareholders' right to ask questions and to speak to an appropriate time limit in accordance with § 22 section 2 of the Articles of Association of adidas AG. At the beginning of the General Meeting or during its course, s/he is in particular authorized to set an appropriate time frame for the entire course of the General Meeting, for individual agenda items or for individual questions or statements.

The provisions of the Articles of Association of adidas AG on which these shareholder rights are based read as follows (in extracts):

§ 22 Chairman of the General Meeting, chairing the General Meeting (Extract)

1. The Chairperson presides over the meeting. S/he determines in particular the sequence of the subject-matters to be discussed as well as the votes and the kind of the vote. Furthermore, the Chairman determines the sequence of the speakers. S/he can limit the shareholder's right to ask questions and to speak to an appropriate time limit. At the beginning of the General Meeting or during its course, s/he is in particular authorized to set an appropriate time frame for the entire course of the General Meeting, for individual agenda items and for individual questions or statements.

Herzogenaurach, April 2024

adidas AG

The Executive Board

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