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

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General meeting information transmitted by euro adhoc. The issuer is
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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
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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: [email protected]

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: [email protected]. 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: [email protected]

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

Further inquiry note:
Group Legal/Corporate
Tel.: +49 (0)9132 84 4917
E-Mail: [email protected]
end of announcement euro adhoc
--------------------------------------------------------------------------------

issuer: adidas AG
Adi-Dassler-Str. 1-2
D-91074 Herzogenaurach
phone: +49 (0)9132 84-0
FAX: +49 (0)9132 84-2241
mail: [email protected]
WWW: http://www.adidas-Group.com
sector: Recreational & Sports goods
ISIN: DE0005003404, XS0439260398
indexes: DAX, CDAX, HDAX, Prime All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, Hannover, München
language: English

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