Declaration on Corporate Governace

Corporate Governance stands for responsible, transparent corporate management and control geared toward a long-term increase in value. We are convinced that good corporate governance is an essential basis for sustainable corporate success and strengthens the trust placed in our company by our shareholders, business partners, and employees, as well as the financial markets.

Declaration of the adidas AG Executive Board and Supervisory Board on the German Corporate Governance Code pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG)

In December 2021, the adidas AG Executive Board and Supervisory Board issued the last Declaration of Compliance with the German Corporate Governance Code in the version of December 16, 2019, published in the Federal Gazette on May 20, 2020, pursuant to § 161 AktG. The following declaration refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ in the version of December 16, 2019 (‘Code 2019’) and the version of April 28, 2022, published in the Federal Gazette on June 27, 2022 (‘Code 2022’).

1. The adidas AG Executive Board and Supervisory Board declare that since the last declaration, the recommendations of the Code 2019 have been met with the following exceptions:

Recommendation C.5 Alternative 1 Code 2019

One member of the Supervisory Board, Ian Gallienne, holds more than two mandates in supervisory bodies of non-group companies which are listed at a stock exchange or have similar requirements. Ian Gallienne is Chief Executive Officer of Groupe Bruxelles Lambert (‘GBL’). GBL is a holding company that is regularly represented in the supervisory bodies of portfolio companies as an institutional investor, inter alia, by its Chief Executive Officer. All companies (apart from adidas AG) in which Ian Gallienne is a member of the supervisory body are portfolio companies or subsidiaries of GBL or are under joint control of GBL and therefore belong to the same group of companies. They have to be attributed to his main occupation as Chief Executive Officer of GBL.

We are of the opinion that in accordance with its rationale, recommendation C.5 alternative 1 Code 2019 is thus not applicable to Ian Gallienne. For precautionary reasons, however, a deviation is declared. The Supervisory Board has also assured itself that Ian Gallienne has sufficient time to duly perform his duties as a member of the Supervisory Board of adidas AG.

Recommendation C.5 Alternative 2 Code 2019

The Chairman of the Supervisory Board, Thomas Rabe, is also Chief Executive Officer of the listed company RTL Group S.A., Luxembourg. In this respect, the company deviates from recommendation C.5 alternative 2. However, the Supervisory Board is convinced that Thomas Rabe’s mandate at RTL Group S.A. does not affect the due performance of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Thomas Rabe has sufficient time to perform his duties.

2. Furthermore, the adidas AG Executive Board and Supervisory Board declare that since the last Declaration of Compliance, the recommendations of the Code 2022 have been and are met with the following exceptions:

Recommendation B.3 Code 2022

With effect from January 1, 2023, the Supervisory Board has appointed Bjørn Gulden as member of the Executive Board and Chief Executive Officer for a period of five years, thus exceeding the term of office of three years recommended for initial appointments.

The Supervisory Board is of the opinion that, in view of Bjørn Gulden’s qualification and experience and the implementation of long-term strategic decisions and goals, an initial appointment of five years is in the company’s best interest.

Recommendation C.5 Alternative 1 Code 2022

Bjørn Gulden, appointed member of the Executive Board and Chief Executive Officer from January 1, 2023, holds mandates with requirements comparable to mandates in non-group listed companies at Tchibo GmbH and Salling Group A/S, a stock corporation under Danish law which is not listed. Furthermore, he holds a mandate at Essity Aktiebolag (publ)., a listed stock corporation under the laws of the Kingdom of Sweden. The Supervisory Board is convinced that Bjørn Gulden’s mandates will not affect the due performance of his duties as a member of the Executive Board and Chief Executive Officer. In particular, the Supervisory Board has assured itself that Bjørn Gulden will have sufficient time to perform his duties.

Recommendation C.5 Alternative 1 Code 2022

With regard to the mandates held by Ian Gallienne, reference is made to the above explanations. We are of the opinion that in accordance with its rationale, recommendation C.5 alternative 1 Code 2022 is not applicable to Ian Gallienne. For precautionary reasons, however, a deviation is declared.

Recommendation C.5 Alternative 2 Code 2022

With regard to the mandate held by Thomas Rabe, reference is made to the above explanations. The Supervisory Board is convinced that Thomas Rabe’s mandate does not affect the due performance of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Thomas Rabe has sufficient time to perform his duties.

Herzogenaurach, December 2022

The aforementioned Declaration of Compliance has been published on and can be downloaded from our website.  ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE

Dual board system

As a globally operating stock corporation with its registered seat in Herzogenaurach, Germany, adidas AG is subject to, inter alia, the provisions of German stock corporation law. A dual board system, which assigns the management of the company to the Executive Board and advice and supervision of the Executive Board to the Supervisory Board, is one of the fundamental principles of German stock corporation law. These two boards are strictly separated both in terms of members and competencies. However, both boards cooperate closely in the interest of the company.

Composition and working methods of the Executive Board

The composition of our Executive Board reflects the international structure of our company. Upon expiry of November 11, 2022, Kasper Rorsted, who had been Chief Executive Officer until then, departed from the Executive Board of adidas AG. Thus, the Executive Board consisted of five members at the balance sheet date. With effect from January 1, 2023, Bjørn Gulden was appointed as ordinary member of the Executive Board and Chief Executive Officer. Since this point in time, the Executive Board of adidas AG once again consists of six members. The Executive Board is responsible for independently managing the company with the aim of sustainable value creation in the best interests of the company, developing the company's strategic orientation, coordinating it with the Supervisory Board, and ensuring its implementation. Furthermore, it determines business objectives, the company’s policy, and the organization of the Group. In this respect, the Executive Board also systemically identifies and assesses risks and opportunities for the company associated with social and environmental factors as well as the ecological and social impacts of its business activities. Moreover, the Executive Board is responsible for preparing the quarterly statements, the half-year report, and the annual financial statements and consolidated financial statements as well as the combined Management Report of adidas AG and the Group. It also prepares a combined non-financial statement for the company and the Group. Additionally, the Executive Board ensures responsible management of business resources as well as compliance with and observance of legal provisions and internal regulations by the Group companies. For this purpose, the Executive Board sets up an Internal Control System and Risk Management System appropriate and effective with regard to the scope of business activities and the company’s risk situation, comprising, both, a Compliance Management System aligned to the company’s risk situation and sustainability-related objectives. The Executive Board also provides employees with the opportunity to report, in an appropriate and protected manner, suspected legal infringements within the company. It is tied to the company's interest and obligated to strive for a sustainable increase in the value of the company.

Notwithstanding the Executive Board’s joint responsibility for managing the company, the Executive Board members are individually responsible for managing their respective operations in accordance with the Business Allocation Plan for the Executive Board. There are no Executive Board committees. The Chief Executive Officer represents the Executive Board and the company and is in charge of the overall management and development of the company, including cooperation with the Supervisory Board as well as coordination and supervision of the Executive Board members’ work, the Executive Board areas, operations, brands, and markets. The Executive Board members continuously report to the CEO and to each other about all significant developments in their respective business areas and coordinate with each other on all cross-functional measures. Collaboration within the Executive Board is further governed by the Rules of Procedure of the Executive Board and the Business Allocation Plan. These documents specifically stipulate requirements for meetings and resolutions as well as for cooperation with the Supervisory Board.

The Executive Board and Supervisory Board cooperate closely and trustfully for the benefit of the company. The Executive Board reports to the Supervisory Board regularly, extensively, and in a timely manner on all matters relevant to the company’s strategy, planning, business development, financial position, and compliance, as well as on material business risks. Fundamental questions related to the corporate strategy and its implementation are thoroughly discussed and aligned with the Supervisory Board.

The composition of the Executive Board is determined by the Supervisory Board. The Supervisory Board is committed to promoting a culture of diversity and inclusion at adidas. Diversity is understood in the broadest sense, including age, gender, cultural origin, nationality, educational background, professional qualifications, and experience. Greater diversity on the Executive Board will help secure the long-term success of adidas by taking diverse perspectives into account. For this reason, the Supervisory Board has adopted a diversity concept. In addition, an age limit of 65 years applies for Executive Board members.

The General Committee of the Supervisory Board already accounts for diversity when selecting candidates for Executive Board positions. Every decision by the Supervisory Board on the composition of the Executive Board is made in the best interests of the company and with due consideration of all circumstances in each individual case. In the opinion of the Supervisory Board, the current composition of the Executive Board meets the diversity concept outlined above.

As at the balance sheet date, no member of the Executive Board has accepted a Supervisory Board chair or more than two Supervisory Board mandates in non-group listed companies or in supervisory bodies of non-group companies with comparable requirements.   SEE EXECUTIVE BOARD

Composition and working methods of the Supervisory Board

Our Supervisory Board consists of 16 members. It comprises eight shareholder representatives and eight employee representatives in accordance with the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG). The shareholder representatives are elected by the shareholders at the Annual General Meeting and the employee representatives by the employees.  SEE SUPERVISORY BOARD

The last regular Supervisory Board elections were held in the 2019 financial year. In the subsequent 2020 financial year, Christian Klein was appointed as a new member of the Supervisory Board in a by-election due to Igor Landau’s resignation, and Thomas Rabe was elected as new Chairman of the Supervisory Board. Due to Herbert Kauffmann’s departure, Jackie Joyner-Kersee was elected to the Supervisory Board as a new shareholder representative in the 2021 financial year. At the end of 2021, Roswitha Hermann resigned from the Supervisory Board as employee representative, and Bastian Knobloch was appointed by court to succeed her. Most recently, Roland Nosko resigned from the Supervisory Board with effect from the end of August 31, 2022. He was also an employee representative (trade union representative) and was succeeded by Birgit Biermann, who was appointed by court. The terms of office of the current members of the Supervisory Board expire at the end of the 2024 Annual General Meeting.

In order to increase the efficiency of its work and to deal with complex topics, the Supervisory Board has formed five permanent committees from within its members, which, inter alia, prepare its resolutions and, in certain cases, pass resolutions on its behalf. At present, these committees are as follows:

The tasks, responsibilities, and work processes of the committees are in line with the requirements of the German Stock Corporation Act and Code 2022. The Chairmen of the committees report to the Supervisory Board on the results of the committee work on a regular basis.

Further information on the committees can be found on the company’s website.  ADIDAS-GROUP.COM/S/Supervisory-board-committees

In the 2022 financial year, after implementing the provisions of the Act to Strengthen Financial Market Integrity (Gesetz zur Stärkung der Finanzmarktintegrität – FISG) in the 2021 financial year, the Supervisory Board amended its Rules of Procedure as well as the Rules of Procedure of the Audit Committee to reflect the amendments to the Code 2022 adopted on April 28, 2022. The amendments clarify that the Supervisory Board’s supervision and advising activities also include sustainability issues. Accordingly, non-financial reporting and its audit and assurance are also included in accounting and auditing which fall within the Audit Committee’s sphere of responsibility. Further information on the competency profile for the entire Supervisory Board and the expertise of the individual Supervisory Board members in sustainability issues relevant to the company are outlined in the qualification matrix below.

Objectives for the composition of the Supervisory Board

In the 2022 financial year, the Supervisory Board also revised the objectives regarding its composition (including the competency profile for the entire Supervisory Board) once again, taking into account the new recommendations of the Code 2022, and made them more specific with particular regard to the sustainability issues relevant to adidas. These objectives are published on our website. According to these objectives, the Supervisory Board should be composed in such a way that qualified supervision of and advice to the Executive Board are ensured. Its members as a whole are expected to have the knowledge, skills, and professional experience required to properly perform the tasks of a supervisory board in a capital market-oriented international company in the sporting goods industry. To this end, it is ensured that the Supervisory Board as a whole possesses the competencies considered essential in view of adidas’ activities. This includes, in particular, in-depth knowledge and experience in the sporting goods and sports- and leisurewear industry, in the business of fast-moving consumer-oriented goods, and in the areas of digital transformation and information technology (including IT security), production, marketing, and sales, in particular also in the e-commerce and retail sector. Moreover, the Supervisory Board is expected to possess knowledge and experience in the markets relevant for adidas, in particular the Asian and US markets, and in the management of a large international company. Furthermore, the Supervisory Board as a whole must possess knowledge and experience in the areas of business strategy development and implementation, personnel planning and management, accounting and financial reporting, governance/compliance and sustainability issues relevant to adidas, including environmental, social, governance (ESG) aspects. At least one member of the Supervisory Board must have expertise in the field of accounting, and at least one further member of the Supervisory Board must have expertise in the field of auditing. Accounting and auditing also include non-financial reporting and its audit and assurance. The members of the Supervisory Board as a whole must be familiar with the sporting goods industry.  ADIDAS-GROUP.COM/S/BODIES

Regarding the independence of its members, the Supervisory Board considers the following provisions to be appropriate: More than half of the Supervisory Board members should be independent within the meaning of the Code 2022, whereby it is assumed that the independence of employee representatives is not impaired either by their role as employee representatives or their status as adidas employees. If we consider shareholder representatives and employee representatives separately, more than half of the Supervisory Board members in each of these groups should be independent. From the company’s perspective and following the regulations of the Code 2022, Supervisory Board members are to be considered independent if they have no personal or business relationship with the company or its Executive Board that may cause a substantial, and not merely temporary, conflict of interest.

More than two thirds of the shareholder representatives should be free of any potential conflicts of interest. This applies, in particular, to potential conflicts of interest that may arise as a result of an advisory or governing body function among customers, suppliers, lenders, or other third parties. As a rule, members of the Supervisory Board should not have a governing body or advisory function with any key competitor and should not have a personal relationship with any key competitor.

Furthermore, the Supervisory Board is committed to a diverse composition in terms of age, gender, cultural origin, nationality, educational background, professional qualifications, and experience. An adequate number of the shareholder representatives should have long-standing international experience. In addition, each Supervisory Board member must ensure that they have sufficient time to properly perform the tasks associated with the mandate. In general, the age limit for the Supervisory Board should be 72 years at the time of their appointment. As a rule, the length of membership in the Supervisory Board should not exceed 15 years or three terms of office.

In the Supervisory Board’s assessment, the Supervisory Board as a whole in its current composition fulfills the objectives stated and the competency profile. With Bodo Uebber, Chairman of the Audit Committee, and Thomas Rabe, Chairman of the Supervisory Board, at least two members of the Supervisory Board have substantial expertise in the fields of accounting or auditing. In addition to Kathrin Menges, the Supervisory Board member responsible for ESG, Bodo Uebber also possesses specific expertise and experience in the application of accounting principles and internal control and risk management systems as well as in non-financial reporting and its audit and assurance.

In the opinion of the Supervisory Board, all shareholder representatives qualified as independent in the year under review. The names of the independent shareholder representatives are set out in the overview of all Supervisory Board members in this Annual Report.  SEE SUPERVISORY BOARD

The Supervisory Board’s election proposals to the Annual General Meeting are always prepared by the Nomination Committee. They take into account the objectives regarding the Supervisory Board’s composition resolved upon by the Supervisory Board and are aimed at fulfilling the competency profile developed by the Supervisory Board for the Board as a whole. The Supervisory Board pays attention to a balanced composition to ensure that the required know-how is represented on as broad a scale as possible. Moreover, the Supervisory Board ascertains that each proposed candidate has sufficient time to perform their mandates.

The Supervisory Board’s diversity profile as well as the competency profile for the entire Supervisory Board and the expertise of the individual Supervisory Board members are outlined in the following overviews:

Tasks of the Supervisory Board

The Supervisory Board supervises and advises the Executive Board on questions relating to the management of the company. The supervision and advice also include sustainability issues in particular. The Executive Board regularly, expeditiously and comprehensively reports on the strategy, planning, business development, on the company’s risk situation, the risk management and the compliance organization as well as material compliance cases and litigation, and coordinates the corporate strategy and its implementation with the Supervisory Board. The Supervisory Board examines and approves the annual financial statements and consolidated financial statements as well as the combined Management Report of adidas AG and the Group, taking into consideration the auditor’s reports, and resolves upon the proposal of the Executive Board on the appropriation of retained earnings. Additionally, it resolves on the Supervisory Board’s resolution proposals to be presented to the Annual General Meeting. Moreover, the Supervisory Board examines the combined non-financial statement for the company and the Group and/or any separate non-financial reports. Certain business transactions and measures of the Executive Board with fundamental significance are subject to prior approval by the Supervisory Board or by a Supervisory Board committee. The respective details are set out in § 9 of the Rules of Procedure of the Supervisory Board of adidas AG. Furthermore, the requirement of prior Supervisory Board approval is stipulated in some resolutions by the Annual General Meeting.

The Supervisory Board is also responsible for the appointment and dismissal of the Executive Board members as well as for the allocation of their areas of responsibility. The respective proposals are prepared by the General Committee. When appointing new Executive Board members, the Supervisory Board provides for the best possible, diverse and mutually complementary Executive Board composition for the company and, together with the Executive Board, ensures long-term succession planning. The Supervisory Board takes a structural approach in its succession planning for the Executive Board. This is based on multiple planning horizons. Accordingly, the company has established a number of management groups (Core Leadership Group [CLG], Extended Leadership Group [ELG], and High Potentials). This ensures a sustainable approach to identifying and evaluating successor candidates for Executive Board positions, while also accommodating the company’s diversity concept. The Supervisory Board discusses succession planning on a regular basis.

Furthermore, the Supervisory Board determines the Executive Board compensation system, examines it regularly and decides on the individual overall compensation of each Executive Board member. The Supervisory Board, together with the Executive Board, annually prepares a clear and comprehensible report on the compensation granted and due in the previous financial year in accordance with § 162 AktG. Further information on Executive Board compensation, the current compensation system, the compensation report, and the auditor’s report in accordance with § 162 AktG can be found on the company’s website.  adidas-group.com/s/Compensation

Further information on Corporate Governance

More information on topics covered in this report can be found on our website, including:

• Articles of Association
• Rules of Procedure of the Executive Board
• Rules of Procedure of the Supervisory Board
• Rules of Procedure of the Audit Committee
• Supervisory Board committees (composition and tasks)
• CVs of Executive Board members and Supervisory Board members
• Objectives of the Supervisory Board regarding its composition (including competency profile for the full Supervisory Board)

 ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE

Apart from the members’ individual skills, the Rules of Procedure of the Supervisory Board and of the Audit Committee also set out the tasks and responsibilities as well as the procedure for meetings and passing resolutions. These Rules of Procedure are available on our website. The Supervisory Board Report provides information on the activities of the Supervisory Board and its committees in the year under review.  SEE SUPERVISORY BOARD REPORT  ADIDAS-GROUP.COM/S/bodies

The members of the Supervisory Board are individually responsible for undertaking any necessary training and professional development measures required for their tasks and are supported by adidas AG in this regard. The company informs the Supervisory Board regularly about current legislative changes as well as opportunities for external training and provides the Supervisory Board with relevant specialist literature. In this regard, the Supervisory Board has also examined in detail the latest developments in corporate governance, especially the new requirements of the Code 2022 and the sustainability issues relevant to adidas.

Moreover, the Supervisory Board as well as the Audit Committee, General Committee, and Nomination Committee regularly assess the efficiency of their work. As the improvement measures for increasing the efficiency of the Supervisory Board’s work resolved upon in 2020 were deemed to have been implemented successfully in the 2021 financial year, the Supervisory Board conducted another efficiency examination of its work in October 2022 and concluded that the Supervisory Board as a whole as well as its respective committees are efficient, and resolved upon specific measures to further improve the organization of the Supervisory Board’s work.

The compensation of the Supervisory Board members is set out in the Compensation Report.  adidas-group.com/s/Compensation

Commitment to the promotion of equal participation of women and men in leadership positions

When filling leadership positions in the company, the Executive Board takes diversity into account and aims for an appropriate participation of women in particular. The Supervisory Board is also convinced that an increase in the number of women in leadership positions within the company is necessary to ensure that, in the future, a larger number of suitable female candidates will be available for Executive Board positions. The Executive Board and Supervisory Board therefore recognize the enormous importance of the company’s initiatives to foster diversity and inclusion and to promote women to leadership positions.  SEE OUR PEOPLE

With Amanda Rajkumar joining the Executive Board, the target set by the Supervisory Board of 1/7 respectively 14.29% for the representation of women on the Executive Board with the deadline of June 30, 2022, had already been fulfilled. At the same time, the requirements set forth in § 76 section 3a AktG introduced with the Second Leadership Positions Act (Führungspositionengesetz – FüPoG II) are fully met, which requires that at least one woman and at least one man be appointed as members of the Executive Board.

In addition, the Executive Board has set targets and deadlines for female representation in the first two management levels of adidas AG.

As the targets for the first management level and the second management level had already been exceeded on December 31, 2021, with 38% and 31%, respectively, the Executive Board defined a percentage share of female representation of 39% for the first management level and 31% for the second management level. The Executive Board set December 31, 2023, as deadline for achieving these two targets. As at the balance sheet date, the percentage share of women amounted to 44% for the first management level and 37% for the second management level. Moreover, the global share of women in leadership positions amounted to 39%, which means that the target of 39% was met.

In accordance with § 96 section 2 sentence 1 AktG, at least 30% of the members of the Supervisory Board must be female and at least 30% must be male. As the Supervisory Board had not objected to an overall fulfillment of the aforementioned quota pursuant to § 96 section 2 sentence 3 AktG, the minimum quota must be fulfilled by the Supervisory Board overall, with the numbers of male and female members rounded up or down to full numbers (§ 96 section 2 sentences 2 and 4 AktG). This means that the Supervisory Board of adidas AG must be composed of at least five women and five men. These minimum quotas were achieved. As at December 31, 2022, six of the company’s 16 Supervisory Board mandates were held by women.

Within the framework of the employee strategy already launched in 2021, the company will continue to intensify its efforts for Diversity, Equity, and Inclusion in order to remain an attractive employer in the future. There will be a particular focus on a long-term approach to equity in leadership positions – both through hiring and through appropriate succession planning.  SEE OUR PEOPLE

Avoiding conflicts of interest

The members of the Executive Board and Supervisory Board are obligated to disclose any conflicts of interest to the Supervisory Board without delay. Substantial transactions between the company and members of the Executive Board or related parties of the Executive Board require Supervisory Board approval. Contracts between the company and members of the Supervisory Board also require Supervisory Board approval. The Supervisory Board reports any conflicts of interest, as well as the handling thereof, to the Annual General Meeting. In the year under review, the members of the Executive Board and the members of the Supervisory Board did not face any conflicts of interest. A brand ambassador agreement exists between adidas AG and Jackie Joyner-Kersee. The Supervisory Board is of the opinion that this does not constitute a conflict of interest. In particular, the brand ambassador agreement does not represent a material business relationship for either adidas or Jackie Joyner-Kersee. The Supervisory Board passed a unanimous resolution approving this agreement without the participation of Jackie Joyner-Kersee.  SEE SUPERVISORY BOARD REPORT

Share transactions conducted by the Executive Board and Supervisory Board

An overview of the transactions of the Executive Board and the Supervisory Board pursuant to Article 19 of the Regulation (EU) No 596/2014 (Market Abuse Regulation) notified to adidas AG in 2022 is published on our website.  ADIDAS-GROUP.COM/S/MANAGERS-TRANSACTIONS

Relevant management practices

Our business activities are aligned with the legal systems of the various countries and markets in which we operate. We are also aware of our considerable social and environmental responsibility.

We will significantly increase our commitment to sustainability in the years ahead. In addition to the continued digital transformation of the company, we are working closely with our partners in the global supply chain to reduce energy consumption and increase the proportion of green energy we use. By 2025, nine out of every ten adidas articles should be made from more sustainable materials, while the carbon footprint per product should be reduced by 15% in comparison to baseline year 2017. adidas aims for climate-neutral operation at its locations by 2025 and to reach complete climate neutrality by 2050.

Further information on company-specific practices, which are applied in addition to statutory requirements, such as our Code of Conduct (‘Fair Play’), on compliance with working and social standards within our supply chain, environmentally friendly resource management in our manufacturing processes, and our social commitment is available in this Annual Report and on our website.  SEE OUR PEOPLE  SEE SUSTAINABILITY  ADIDAS-GROUP.COM/SUSTAINABILITY

Compliance and risk management

Compliance with laws, internal and external provisions, and responsible risk management are part of corporate governance at adidas. Our Compliance Management System is linked to the company’s Internal Control and Risk Management System. As part of our global ‘Fair Play’ concept, the Compliance Management System establishes the organizational framework for companywide awareness of our internal rules and guidelines and for the legally compliant conduct of our business. It underscores our strong commitment to ethical and fair behavior in our own organization and also sets the parameters for how we deal with others. The principles of our Compliance Management System are set out in the Risk and Opportunity Report. The risk and opportunity management system ensures risk-aware, opportunity-oriented and informed actions in a dynamic business environment in order to guarantee the competitiveness and sustainable success of adidas.  SEE RISK AND OPPORTUNITY REPORT

Transparency and protection of shareholders’ interests

It is our goal to inform all institutional investors, private shareholders, financial analysts, business partners, employees, and the interested public about the company’s situation, at the same time and to an equal extent, through regular, transparent, and up-to-date communication. We publish all essential information, such as ad hoc announcements, press releases, and voting rights notifications as well as all presentations from roadshows and conferences, all financial reports, and the financial calendar on our website. With our Investor Relations activities, we maintain close and continuous contact with our current and potential shareholders.  SEE OUR SHARE  ADIDAS-GROUP.COM/S/INVESTORS

In addition, we provide all documents and information on our Annual General Meeting on our website. In view of the uncertainties surrounding the coronavirus pandemic and to protect the health of our shareholders, employees, and other participants, the Annual General Meeting was held once again in a virtual format on May 12, 2022. We were determined to allow our shareholders to participate in the virtual event as comprehensively as possible within the legal framework and the pandemic-related restrictions. As in previous years, coverage of the Annual General Meeting was available to adidas AG shareholders via our shareholder portal and to the general public via our website. The Executive Board and Supervisory Board provided detailed answers to pre-submitted questions. The content of the CEO’s speech was published prior to the Annual General Meeting. Finally, in 2022 as well, it was possible to share video messages with all adidas shareholders via the shareholder portal, which were also shown during the Annual General Meeting. In addition, for the first time, the shareholders of adidas AG had the opportunity to ask follow-up questions relating to questions submitted in advance and answered by the Executive Board or the Chairman of the Supervisory Board. The measures undertaken were intended to align our shareholders’ justified interests in a broadest possible participation in the Annual General Meeting on the one side with the company’s responsibility to protect the health of all participants on the other.  ADIDAS-GROUP.COM/AGM

Further information on the principles of our management

More information on topics covered in this report can be found on our website, including:

• Code of Conduct
• Sustainability
• Social commitment
• Risk and opportunity management and compliance
• Information and documents on the Annual General Meeting
• Managers’ transactions
• Compensation
• Accounting and annual audit

ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE

Share-based programs for senior executives

A long-term incentive plan, which is part of the remuneration for senior executives of adidas, applies. Based on this plan, the plan participants receive virtual shares (Restricted Stock Units). As per their contracts, each Executive Board member is entitled to participate in the Long-Term Incentive Plan (LTIP) established for Executive Board members. The adidas shares purchased are subject to a multi-year lock-up period. SEE NOTE 29  SEE Our PEOPLE  adidas-group.com/s/Compensation

Employees of adidas AG and its affiliated companies are able to participate in an employee stock purchase plan under which they can acquire adidas AG shares with a discount and benefit, on a prorated basis, from free matching shares.  SEE NOTE 27

Accounting and annual audit

adidas AG prepares the annual financial statements in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch – HGB) and the AktG. The annual consolidated financial statements are prepared in accordance with the principles of the International Financial Reporting Standards (IFRS), as adopted by the European Union (EU).

KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, was appointed as auditor for the 2022 annual financial statements and consolidated financial statements by the Annual General Meeting. The Supervisory Board had previously assured itself of the auditor’s independence.  SEE reproduction of the INDEPENDENT AUDITOR’S REPORT