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 resolutio