Supervisory Board Report

Supervisory Board Thomas Rabe (Photo)

DEAR SHAREHOLDERS,

With strong top- and bottom-line improvements, 2021 marked a successful start into adidas’ new strategic cycle. This was achieved despite several severe challenges the company has been facing. While the global economy started to recover, the coronavirus pandemic continued to impact industries and lives all over the globe. In addition, the challenging market environment in China had an adverse impact on the company’s business activities. adidas was able to limit the impact from these headwinds as it quickly implemented effective countermeasures and took advantage of emerging opportunities. In March, the company launched its new strategy ‘Own the Game.’ Focusing on the most promising categories, channels, and markets in the highly attractive global sporting goods industry, ‘Own the Game’ is designed to significantly increase sales and profitability, generate substantial free cash flow and create attractive shareholder returns. In 2021 alone, the company returned € 1.6 billion to its shareholders through dividends and share buybacks. At the same time, investments into product development, marketing, sponsoring, sustainability, and digitalization will increase strongly over the next couple of years, laying the foundation for long-term success. Another important milestone in 2021 was the agreement to sell Reebok as it allows the company to focus its efforts on further strengthening the leading position of the adidas brand in the global sporting goods market. Against this background, the company is well positioned to continue generating profitable and sustainable growth in 2022 and beyond.

MONITORING AND ADVICE IN DIALOGUE WITH THE EXECUTIVE BOARD

In the year under review, we performed all of our tasks laid down by law, the Articles of Association, the German Corporate Governance Code (‘Code’), and the Rules of Procedure carefully and conscientiously, as in previous years. We regularly advised the Executive Board on the management of the company as well as diligently and continuously monitored its management activities. The Executive Board involved us directly and in a timely and comprehensive manner in all of the company’s fundamental decisions.

The Executive Board informed us extensively and regularly through written and oral reports. This information covered all relevant aspects of the company’s corporate strategy, business planning (including financial, investment, and personnel planning), the course of business, and the company’s financial position and profitability. We were also kept up to date on matters relating to accounting processes, the risk situation, and the effectiveness and development of the internal control and risk management systems and compliance as well as all major decisions and business transactions. In this context, the focus in the year under review was in particular on the divestiture process of Reebok, which was regularly and extensively discussed by the Supervisory Board. Furthermore, the Executive Board always explained immediately and in detail any deviation in the performance of the business from the established plans. In the year under review, the principal cause of deviation continued to be the unpredictable development of the coronavirus pandemic. Additional challenges included the geopolitical situation in China and extended lockdown measures, including factory closures in Vietnam and Indonesia in particular. The Executive Board reported to us regularly on the measures it had taken to mitigate the negative effects on operational performance. The Executive Board particularly informed us on the impact of the coronavirus pandemic on our employees and locations around the world. We supported the Executive Board in an advisory capacity on all of the measures implemented, each of which was intended to promote the long-term prosperity of adidas as well as its employees, consumers, and business partners.

Also for the preparation of our meetings, the Executive Board provided us regularly with comprehensive written reports. We thus always had the opportunity to critically analyze the Executive Board’s reports and resolution proposals within the committees and within the entire Supervisory Board and to put forward suggestions before passing resolutions after in-depth examination and extensive consultation. At the Supervisory Board meetings, the Executive Board was available to discuss and answer our questions. In the periods between our meetings, the Executive Board also provided us with extensive monthly reports on the current business situation. We critically examined and challenged the information provided to us by the Executive Board.

MEETINGS OF THE SUPERVISORY BOARD AND ITS COMMITTEES

In the past financial year, the Supervisory Board primarily exercised its duties in plenary sessions. Members who were unable to participate in the meetings took part in the resolutions by submitting their vote in writing. Given the ongoing coronavirus pandemic and in order to protect the safety of all persons involved, most of our meetings were held virtually, as in the previous year. The latest videoconferencing technology was used to ensure an open and appropriate discussion between the Executive Board and Supervisory Board within the virtual meetings. Once again, the Supervisory Board and its committees achieved a consistently high participation rate at meetings during the year under review, totaling approximately 98% (2020: approximately 97%).

The external auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (‘KPMG’) attended all meetings of the Supervisory Board, with the exception of one extraordinary meeting, insofar as no Executive Board matters or internal matters of the Supervisory Board were dealt with. In addition, KPMG attended all meetings of the Audit Committee with the exception of individual agenda items concerning the impending external rotation of the auditor.

In the periods between meetings, the Supervisory Board Chairman and the Audit Committee Chairman maintained regular contact with the Chief Executive Officer and the Chief Financial Officer, conferring on matters such as corporate strategy, business planning and development, the risk situation, control and risk management as well as compliance. A key issue during the year under review was the impact of external uncertainties arising from, inter alia, the geopolitical situation in China, the factory closures in Vietnam and Indonesia in particular, the resulting supply chain challenges, and the respective mitigation measures. In addition, the Supervisory Board Chairman and, as applicable, the entire Supervisory Board, were informed about events of fundamental importance for evaluating the situation, development, and management of the company, when necessary also at short notice. The Chairman of the Supervisory Board regularly reported during meetings on discussions with the Executive Board outside the Supervisory Board meetings.

The Supervisory Board also met regularly without the Executive Board members, in particular to discuss internal affairs of the Supervisory Board as well as personnel and compensation matters relating to the Executive Board.

Individual meeting participation of the Supervisory Board members

 

 

Number of meetings

 

Participation

 

Participation rate

 

 

 

 

 

 

 

Members of the Supervisory Board as at December 31, 2021

 

 

 

 

 

 

Thomas Rabe, Chairman

 

12

 

12

 

100%

Ian Gallienne, Deputy Chairman

 

12

 

12

 

100%

Udo Müller, Deputy Chairman

 

12

 

12

 

100%

Petra Auerbacher

 

7

 

6

 

86%

Roswitha Hermann

 

7

 

7

 

100%

Jackie Joyner-Kersee1

 

4

 

4

 

100%

Christian Klein

 

7

 

7

 

100%

Kathrin Menges2

 

10

 

10

 

100%

Roland Nosko

 

12

 

12

 

100%

Beate Rohrig

 

7

 

7

 

100%

Nassef Sawiris

 

7

 

6

 

86%

Frank Scheiderer

 

11

 

11

 

100%

Michael Storl

 

7

 

7

 

100%

Bodo Uebber

 

12

 

12

 

100%

Jing Ulrich

 

7

 

7

 

100%

Günter Weigl

 

12

 

12

 

100%

 

 

 

 

 

 

 

Member of the Supervisory Board until the end of the Annual General Meeting on May 12, 2021

 

 

 

 

 

 

Herbert Kauffmann

 

5

 

5

 

100%

1

Member of the Supervisory Board from the end of the Annual General Meeting on May 12, 2021.

2

Member of the Audit Committee from the end of the Annual General Meeting on May 12, 2021.

TASKS AND TOPICS FOR THE ENTIRE SUPERVISORY BOARD

In the year under review, there were seven meetings of the entire Supervisory Board (2020: ten meetings).

The following subject areas were presented to us in detail by the Executive Board for regular discussion at meetings of the entire Supervisory Board: the development of sales, earnings, and employment situation; the financial position of the company; and the development of the company’s individual operations, brands, and markets. In addition, we examined the impact of the ongoing coronavirus pandemic on the global economy and the company. As in previous years, our primary concern was the health and safety of our employees, shareholders, consumers, and partners. Another area of particular focus was the Reebok divestiture process. We also addressed the geopolitical situation and challenging market conditions in China as well as the supply chain disruptions across the industry and, together with the Executive Board, discussed the resulting impacts on the operating business and possible mitigation measures. Additionally, we examined the development of e-commerce sales, the continued expansion of adidas’ direct-to-consumer business, and the progress of the company’s digital transformation. We also discussed the annual and multi-year planning of the Executive Board. In particular, we examined the implementation of the new long-term strategy ‘Own the Game’ that will run from the 2021 to 2025 financial years. At our meetings, the Executive Board consulted extensively with the Supervisory Board and gave regular reports on the implementation progress. Finally, the Executive Board provided regular updates on the implementation of measures to promote Diversity, Equity, and Inclusion at adidas – measures that are the basis of our new people strategy.

In accordance with statutory regulations or the Rules of Procedure, certain transactions and measures by the Executive Board require the prior approval of the Supervisory Board. The Supervisory Board discussed transactions requiring approval as they arose and gave its approval to resolution items after detailed reviews, in some cases after preparation by the relevant committees. In addition, the Supervisory Board regularly discussed personnel and compensation matters with respect to the Executive Board as well as questions of corporate governance. See Compensation Report See Declaration on Corporate Governance

At the February meeting of the Supervisory Board, the Executive Board reported on the company’s situation and preliminary results for the 2020 financial year, the communications plan for the new corporate strategy, and the dividend and distribution policy of adidas AG. In addition, the Supervisory Board approved the Executive Board’s proposal to examine and implement strategic options for the Reebok business, including the possibility of sale. Following the completion of the review of strategic alternatives for Reebok, the Executive Board decided to initiate a formal process aimed at divesting Reebok. We also examined the upcoming election of a shareholder representative to the Supervisory Board at the 2021 Annual General Meeting. Other topics of discussion included Executive Board compensation and corporate governance. In this context, we discussed the Declaration on Corporate Governance. In addition, having determined the degree of target achievement and having discussed in detail the individual performance of Executive Board members, we set the variable compensation to be paid to the Executive Board members for the 2020 financial year. We also determined the appropriateness of Executive Board compensation following an internal appropriateness test.

At the balance sheet meeting in March, the Executive Board reported on the financial results for the past financial year as well as on the audit of the 2020 annual financial statements and consolidated financial statements. Before the Supervisory Board passed the resolution, the auditor reported on the material results of the audit, including the results of the examination of the content of the non-financial statement commissioned by the Supervisory Board in accordance with § 111 section 2 sentence 4 of the German Stock Corporation Act (Aktiengesetz – AktG). After in-depth examination of the financial statements and on the basis of the independent auditor’s report and the Audit Committee report on the audit results, the Supervisory Board approved the annual financial statements and consolidated financial statements as well as the combined Management Report, including the non-financial statement for adidas AG and the adidas Group. Thus, the annual financial statements were adopted. In addition, the Executive Board presented the current business situation of the company, the outlook for the 2021 financial year, the communications plan for the long-term corporate strategy, and the key points of the new people strategy. Other topics of discussion included compliance and major legal disputes involving adidas. Additionally, the Supervisory Board approved adjustments to the budget and investment planning for the 2021 financial year in light of the ongoing coronavirus pandemic and the planned divestiture of Reebok. Furthermore, we approved the Supervisory Board Report to the Annual General Meeting as well as the proposed resolutions to be submitted to the 2021 Annual General Meeting, including the proposal on the appropriation of retained earnings for the 2020 financial year. Moreover, at the March meeting of the Supervisory Board, we approved the new compensation system for members of the Executive Board and Supervisory Board based on preparatory work by the General Committee, and determined the key criteria and targets for the variable, performance-related compensation of Executive Board members for the 2021 financial year. Before passing the resolution on the new compensation system for the Executive Board, the level of Executive Board compensation was also reviewed. In this context, the appropriateness of the Executive Board compensation was also determined on the basis of an external appropriateness test.

At the meeting in May, we focused on current business performance, the business situation in China, and the planned divestiture of Reebok. The Executive Board presented the Q1 2021 results and the outlook for the 2021 financial year. We also discussed the development process of the new people strategy. In addition, another focus of the meeting was on personnel matters relating to the Executive Board and Supervisory Board. The service contracts of the current Executive Board members were adjusted in line with the new compensation system approved at the March meeting. After extensive consultation, the Supervisory Board appointed Martin Shankland as a member of the Executive Board of adidas AG for a further five years. Furthermore, Amanda Rajkumar was appointed as Labor Director at adidas AG. In addition, the Supervisory Board appointed Kathrin Menges as member of the Audit Committee after the previous committee member Herbert Kauffmann departed from the Supervisory Board with effect from the end of the Annual General Meeting on May 12, 2021. Furthermore, the Supervisory Board approved the continuation of an existing brand ambassador agreement between adidas International, Inc., and Jackie Joyner-Kersee following her appointment to the Supervisory Board at the Annual General Meeting on May 12, 2021.

At an extraordinary meeting of the Supervisory Board in June, based on authorization granted by the Annual General Meeting on May 12, 2021, we approved the introduction of a new share buyback program for the 2021 financial year as a measure requiring approval.

At the August meeting, we discussed the Q2 and half-year results for 2021, the business situation in China, the factory closures in Vietnam and Indonesia, and the outlook for 2021. We also examined the Reebok sales process in detail. The Supervisory Board approved the sale of the Reebok business in principle and formed an ad hoc committee that instead of the Supervisory Board was authorized to issue specific approvals on all transactions and measures relating to the sale of Reebok, which require approval by the Supervisory Board. We also consulted extensively and in detail on the people strategy at adidas and on the subject of tech and data, including planned investments in this area. Additionally, we revised the competency profile for the Supervisory Board, including targets for its composition, as well as the Rules of Procedure for the Executive Board and Supervisory Board in light of the new Financial Market Integrity Strengthening Act (Gesetz zur Stärkung der Finanzmarktintegrität – FISG), which came into force on July 1, 2021. We also approved the appointment of Harm Ohlmeyer to the Supervisory Board of SV Werder Bremen GmbH & Co KGaA.

The October meeting focused primarily on the current business situation and the preliminary results for Q3 2021. The Executive Board reported on the planned expansion of the 2021 share buyback program introduced in July 2021, to which we granted our approval. We also approved the proposed cancelation of shares repurchased under the share buyback program and the resulting capital reduction.

At the December meeting, we discussed the Budget and Investment Plan presented by the Executive Board for the 2022 financial year, which we approved after detailed consultation, as well as the marketing and sponsorship agreements concluded in the year under review. In addition, the Executive Board provided an in-depth report on the implementation of the new corporate strategy, ‘Own the Game.’ In this connection, we also discussed the company’s digital activities and key sustainability initiatives. Furthermore, we approved the investment in network expansion at our distribution centers in line with the strategy. Based on the authorization granted at the Annual General Meeting on May 12, 2021, we approved the launch of a new share buyback program for the 2022-2025 financial years as a measure requiring approval. In light of the imminent external rotation of the auditor and on the basis of preparatory work and reporting by the Audit Committee, the Supervisory Board discussed and agreed in detail the proposals for a new auditor for the annual and consolidated financial statements for the 2023 financial year. In addition, we discussed the succession planning for the Executive Board, the assessment of the independence of the Supervisory Board members, and the Declaration of Compliance with the Code. In view of the departure of the previous committee member Roswitha Hermann from the Supervisory Board with effect from December 31, 2021, Petra Auerbacher was elected to the Mediation Committee. Furthermore, it was decided to maintain the deductible of at least 10% of the claim in connection with the insurance of Supervisory Board members against risks arising from their professional activities (D&O insurance). Finally, the Supervisory Board discussed the implementation status of the proposed changes and improvements from the self-assessment conducted in the 2020 financial year and appointed Kathrin Menges as ESG representative on the Supervisory Board. At its December meeting, the Supervisory Board also received a detailed presentation on adidas’ latest innovations and upcoming products.

TASKS AND TOPICS FOR THE COMMITTEES

In order to perform our tasks in an efficient manner, we have established a total of five standing Supervisory Board committees as well as a dedicated Reebok ad hoc committee in the year under review. The committees prepare resolutions and topics for the meetings of the entire Supervisory Board. Within the legally permissible framework and in appropriate cases, we have furthermore delegated the Supervisory Board’s authority to pass certain resolutions to individual committees. With the exception of the Audit Committee, the Supervisory Board Chairman also chairs all the standing committees. The respective committee chairmen report to the Supervisory Board on their work as well as the content and results of the committee meetings on a regular and comprehensive basis.

The Steering Committee did not meet in the year under review.

The General Committee held four meetings during the year under review (2020: nine meetings). The main task of the General Committee was to prepare resolutions for the entire Supervisory Board on personnel and compensation matters of the Executive Board. In particular, it provided comprehensive advice on the reappointment of Martin Shankland and the appointment of Amanda Rajkumar as Labor Director at adidas AG. In addition, the adjustment of the service contracts of current Executive Board members in line with the new compensation system approved at the March meeting of the Supervisory Board was prepared. Regarding Executive Board compensation, the General Committee drafted proposals for resolutions on the targets, target achievement, and amount of the variable performance-related compensation, and pre-examined the appropriateness of the Executive Board compensation. Furthermore, the General Committee discussed in detail the new compensation system and long-term succession planning for the Executive Board.

The Audit Committee held four meetings during the year under review (2020: five meetings). The Chief Financial Officer and the auditor were present at all meetings and reported to the committee members in detail. The auditor was not present, however, during agenda items where we evaluated and agreed on proposals for the external rotation of the auditor for the annual and consolidated financial statements for the 2023 financial year.

In addition to the monitoring of the accounting process, the committee’s work also focused on the audit of the annual financial statements and the consolidated financial statements for 2020, including the combined Management Report and the non-financial statement of adidas AG and the Group, as well as the proposal regarding the appropriation of retained earnings. Following an in-depth review of the audit reports with the auditor, the Audit Committee decided to recommend to the Supervisory Board to approve the 2020 annual financial statements and consolidated financial statements. In addition, the Audit Committee prepared the audit of the non-financial statement and resolved to commission KPMG to examine the content of the non-financial statement with limited assurance pursuant to § 111 section 2 sentence 4 AktG. Following in-depth discussions, the Audit Committee also made a recommendation to the Supervisory Board regarding the proposal to the 2021 Annual General Meeting for the appointment of the auditor. The Audit Committee declared to the Supervisory Board that the recommendation was free from undue influence by a third party and that no clause of the kind referred to in Article 16 section 6 of the (EU) Regulation No. 537/2014 of the European Parliament and of the Council of April 16, 2014, on specific requirements regarding the statutory audit of public-interest entities was imposed upon it.

In the year under review, the Audit Committee dealt intensively with the continued development and monitoring of the effectiveness of the risk management system, the internal audit system, the internal control system, and the compliance management system. Other matters discussed in detail were the assignment of the audit mandate to the auditor appointed by the Annual General Meeting and the determination of the audit fees and key audit matters. In addition, the Audit Committee monitored the independence and qualification of the auditor, while also taking into account the non-audit services provided by the auditor. With regard to the quality of the audit, the Audit Committee determined on the basis of the auditor’s report on its own quality assurance system, the findings of the German Auditor Oversight Body (Abschluss­prüfer­aufsichtsstelle – APAS), and its internal quality review, that there were no indications of quality issues in the 2020 audit. Finally, the Audit Committee discussed the quarterly financial results and the half-year financial report. In the year under review, the Audit Committee also dealt intensively with the imminent external rotation of the auditor in 2023, defined the key parameters regarding the tendering process, and prepared election proposals for the Supervisory Board for resolution. The selection process was conducted on the basis of written tenders, presentations from, and direct discussions with the qualified audit firms. The quality, qualifications, and independence of the auditors were examined and evaluated. The Audit Committee also validated the detailed report on the selection process, which provides transparent documentation of the tendering and selection procedures. In addition, the Audit Committee dealt extensively with the audit plan and risk management report during the year under review. At each committee meeting, the Audit Committee was also informed about the findings and developments of internal audit as well as in the area of compliance.

Furthermore, the meetings of the Audit Committee covered topics such as data protection and information security, business partner due diligence, adidas Global Business Services as well as tax and sustainability topics (including the Executive Board compensation target ‘share of sustainable articles offered’) at adidas. Finally, the Audit Committee discussed the requirements of the new Financial Market Integrity Strengthening Act (FISG), the new EU Taxonomy Regulation, and the new Supply Chain Act (Lieferkettengesetz).

The Nomination Committee did not meet during the year under review (2020: two meetings). Already in the 2020 financial year, the Nomination Committee used a requirements profile based on the Supervisory Board’s own competency profile to assess the suitability of candidates and prepared the Supervisory Board’s proposal to the 2021 Annual General Meeting regarding the election of a shareholder representative on the Supervisory Board. The Nomination Committee also advised on the suitability and independence of candidates in relation to the regulatory requirements.

As in previous years, the Mediation Committee to be established in accordance with the German Co-Determination Act (Mitbestimmungsgesetz — MitbestG) did not have to be convened in the year under review.

The Reebok Ad Hoc Committee, which was established in the context for the sale of the Reebok business, held one meeting during the year under review. The committee examined the divestiture of Reebok based on the Executive Board’s proposal, the details of the proposed transaction and contractual terms as well as the criteria and reasons for the buyer selection. Ultimately, the committee granted its approval to the proposed transaction and to all transactions and measures relating to the sale of Reebok that require the approval of the Supervisory Board.

ELECTION AND COMPOSITION OF THE SUPERVISORY BOARD

Herbert Kauffmann, a long-serving member of the Supervisory Board and former Chairman of the Audit Committee, was elected as a shareholder representative at the Annual General Meeting on May 9, 2019, until the end of the 2021 Annual General Meeting. With Herbert Kauffmann’s term of office set to expire, the Supervisory Board proposed a new candidate for election to the 2021 Annual General Meeting following detailed consultation and preparation by the Nomination Committee. The 2021 Annual General Meeting approved the Supervisory Board’s proposal by a large majority and elected Jackie Joyner-Kersee as a new member of the Supervisory Board from the end of the Annual General Meeting of adidas AG on May 12, 2021, until the end of the 2024 Annual General Meeting. See Supervisory Board

The election proposal by the Supervisory Board was preceded by a careful process of selecting suitable candidates. The selection criteria for candidates were determined using a pre-defined requirements profile and were based on the objectives set by the Supervisory Board for the composition of the Supervisory Board, taking into account the competency profile, legal requirements, and applicable recommendations of the Code.

With the expiry of Herbert Kauffmann’s term of office, it was necessary to amend the composition of the Audit Committee. Effective from the end of the 2021 Annual General Meeting, the Supervisory Board elected Kathrin Menges as a new member of the Audit Committee.

In addition, Roswitha Hermann resigned her mandate as employee representative on the Supervisory Board with effect from December 31, 2021. With effect as of January 1, 2022, and for the period until the end of the 2024 Annual General Meeting, Bastian Knobloch was appointed as a new employee representative on the Supervisory Board. This also led to a change in the composition of the Mediation Committee, with Petra Auerbacher being elected as a new member from January 1, 2022.

The members of the Supervisory Board are individually responsible for undertaking any necessary training and further education measures required for their tasks. To assist them in their role, the company offered Supervisory Board members who joined the Supervisory Board during the year under review, or who assumed new responsibilities within the Supervisory Board, an introduction to the work of the Supervisory Board and/or to new areas of responsibility within adidas AG. The Supervisory Board members were given detailed resources on the business and subject areas that are relevant to their particular tasks. In addition, the Supervisory Board attended a company presentation that included the latest innovations and new product launches from adidas and its cooperation partners. Furthermore, the company regularly informs the Supervisory Board about current legislative changes and external training opportunities, and provides the Supervisory Board with relevant specialist literature.

CHANGES TO THE EXECUTIVE BOARD

Effective January 1, 2021, Amanda Rajkumar joined the Executive Board with responsibility for Global Human Resources, People and Culture. On May 1, 2021, Amanda Rajkumar also assumed the role of Labor Director from Harm Ohlmeyer, who had held that position since May 2017. In addition, we extended the mandate of Martin Shankland, responsible for Global Operations, for a further five years until 2027. SEE EXECUTIVE BOARD

CORPORATE GOVERNANCE

The Supervisory Board regularly monitors the application and further development of the corporate governance regulations within the company, in particular the implementation of the recommendations of the Code. The Supervisory Board and its committees discussed in their meetings the requirements of the German Stock Corporation Act (Aktiengesetz – AktG) and the Code in regard to corporate governance. Further detailed information on corporate governance within the company can be found in the Declaration on Corporate Governance. See Declaration on Corporate Governance

Following an in-depth discussion, the current Declaration of Compliance pursuant to § 161 AktG was resolved upon by the Executive Board and Supervisory Board of adidas AG in December 2021 and was made permanently available on our website. adidas-group.com/s/corporate-governance

In the year under review, there were no conflicts of interest among the members of either the Supervisory Board or the Executive Board. In the opinion of the Supervisory Board, the brand ambassador agreement between adidas International, Inc., and Supervisory Board member Jackie Joyner-Kersee does not constitute a conflict of interest with regard to her role on the Supervisory Board.

EXAMINATION OF THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS

The 2021 Annual General Meeting elected KPMG as auditor and Group auditor for the 2021 financial year as proposed by the Supervisory Board and recommended by the Audit Committee. Prior to this, KPMG had confirmed to both the Supervisory Board and Audit Committee that there are no circumstances which could prejudice its independence as auditor or which could cast doubt on KPMG’s independence. In this respect, KPMG also declared to which extent non-audit services were rendered for the company in the previous financial year or are contractually agreed upon for the following year.

KPMG audited the 2021 consolidated financial statements prepared by the Executive Board in accordance with § 315e of the German Commercial Code (Handelsgesetzbuch – HGB) in compliance with the International Financial Reporting Standards (IFRS), as they are to be applied in the European Union, and issued an unqualified opinion thereon. This also applies to the 2021 annual financial statements of adidas AG, prepared in accordance with the requirements of the German Commercial Code, and the combined Management Report of adidas AG and the adidas Group. Furthermore, at the request of the Supervisory Board, KPMG audited the non-financial statement. The financial statements, the proposal on the appropriation of retained earnings, and the auditor’s reports of the annual and consolidated financial statements were distributed by the Executive Board to all Supervisory Board members in a timely manner.

The financial statements were examined in depth, with a particular focus on legality and regularity, in the presence of the auditor at the Audit Committee meeting held on March 7, 2022, and at the balance sheet meeting of the Supervisory Board on March 8, 2022, during which the Executive Board explained the financial statements in detail. At both meetings, the auditor reported on the material results of the audit, inter alia with regard to the audit focus points agreed as well as the key audit matters, and was available for questions and the provision of additional information. The auditor did not report any significant weaknesses with respect to the internal control and risk management system relating to the accounting process. Prior to the passing of the resolution, the auditor reported on the results of the examination of the non-financial statement with limited assurance as commissioned by the Audit Committee in accordance with § 111 section 2 sentence 4 AktG. In addition, the Supervisory Board discussed in depth and approved the Executive Board’s proposal concerning the appropriation of retained earnings for the 2021 financial year.

Based on our own audits of the annual and consolidated financial statements (including the non-financial statement), we came to the conclusion that there are no objections to be raised. Following the recommendation of the Audit Committee, the Supervisory Board therefore approved the audit results and the financial statements prepared by the Executive Board, including the non-financial statement for the 2021 financial year. The annual financial statements were thus adopted. The annual financial statements are signed by the auditors Haiko Schmidt as the responsible audit partner since the 2017 financial year and Angelika Huber-Straßer since the 2021 financial year.

KPMG has been acting as auditor and Group auditor for adidas AG since the 1995 financial year. On the basis of the transitional periods of Article 41 Regulation (EU) No. 537/2014, KPMG may not be reappointed as auditor after June 17, 2023. In the 2021 financial year, the Audit Committee already conducted a tendering and selection process for a new auditor for the 2023 financial year in accordance with the requirements of Article 16 section 3 of the EU Audit Regulation. Based on the proposal submitted by the Audit Committee, the entire Supervisory Board agreed to propose to the 2022 Annual General Meeting that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft be appointed as the auditor and Group auditor for the 2023 financial year. KPMG will again be proposed as auditor of the annual financial statements and consolidated financial statements for the 2022 financial year at the 2022 Annual General Meeting.

EXPRESSION OF THANKS

On behalf of the entire Supervisory Board, I would like to thank Herbert Kauffmann, long-serving member and former Chairman of the Audit Committee who departed during the year under review, for his enormous commitment to the company and exceptional achievements on the Supervisory Board. Furthermore, I wish to thank our former Supervisory Board member Roswitha Hermann, who stepped down on December 31, 2021, as well as the current Executive Board and all our employees around the world for their great personal dedication and ongoing commitment. I would also like to express my thanks for the enduring trust and cooperation between the employee and shareholder representatives on the Supervisory Board.

For the Supervisory Board

Unterschrift Thomas Rabe (Photo)

THOMAS RABE
CHAIRMAN OF THE SUPERVISORY BOARD

March 2022

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