Annual Report 2022

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To our Shareholders

Supervisory Board Report

Dear Shareholders,

2022 was a disappointing year for adidas. Geopolitical tensions as well as macroeconomic and company-specific challenges, severely impacted adidas’ top- and bottom-line performance last year. While large parts of the global economy recovered from the coronavirus pandemic, business activity in Greater China was still negatively affected by strict lockdown measures throughout most of the year. In addition, the war in Ukraine, continued supply chain constraints, increasing inflation, tightened monetary policy and, as a result, a slowdown in consumer demand, had a significant adverse impact on the company’s business activities. In this challenging environment, adidas posted solid growth in its Western markets as well as in Asia-Pacific. The company continued to invest into the creation and marketing of its products, the physical and virtual consumer experience as well as into driving its sustainability efforts and further improving its digital set-up. In addition to the challenging market backdrop, adidas faced company-specific challenges such as the slower recovery in Greater China and the termination of its Yeezy partnership. As a result, the company’s top- and bottom-line results came in significantly below our initial expectations. With the appointment of Bjørn Gulden as new CEO as of January 1, 2023, we have been paving the way for a successful restart of adidas. Consequently, the company is currently conducting a thorough strategic review, which also includes its long-term financial ambition.

Supervision 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 supervised 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 finance, investment and personnel planning), the business development, 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, compliance as well as all major decisions and business transactions. Furthermore, the Executive Board always reported immediately and thoroughly on any deviations in business performance from the plans. In the year under review, such deviations were attributable, in particular, to the geopolitical situation in Ukraine and the associated wind-down of business operations in Russia, the ongoing pandemic-related restrictions and the related slower recovery of the business in China, elevated inventory levels due to declining consumer demand and the termination of the Yeezy partnership. The Executive Board informed us regularly about the measures taken to mitigate the negative effects on operational performance.

Furthermore, the Executive Board provided us regularly with comprehensive written reports for the preparation of our meetings. 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 based on in-depth examination and extensive consultation. At the Supervisory Board meetings, the Executive Board was available for discussions and answering 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 scrutinized 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 meetings. Members who were unable to participate in the meetings took part in the resolutions by submitting their votes in writing. In the year under review, the meetings of the Supervisory Board and its committees took place both as physical and virtual meetings. The latest videoconferencing technology was used to ensure an open and appropriate discussion between the Executive Board and Supervisory Board within the virtual meetings.

Type of meeting

 

 

Virtual meeting

 

Physical meeting

Supervisory Board

 

6

 

3

General Committee

 

4

 

2

Audit Committee

 

1

 

3

The external auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (‘KPMG’) attended all meetings of the Supervisory Board, with the exception of three extraordinary meetings, insofar as no Executive Board matters or internal matters of the Supervisory Board were discussed. Furthermore, KPMG attended all meetings of the Audit Committee.

In the periods between meetings, the Chairman of the Supervisory Board and the Chairman of the Audit Committee 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. In addition, the Chairman of the Supervisory Board and, as applicable, the entire Supervisory Board, were informed about events of fundamental importance for evaluating the situation, development, and management of the company, also at short notice, if required. 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. The Audit Committee also follows the new recommendation D.10 of the Code and regularly confers with the auditor in the Audit Committee meetings without the Executive Board being present.

In this year under review, too, the participation rate of the Supervisory Board and its committees was consistently high, totaling approximately 96% (2021: approximately 98%) and thus exceeding the targeted minimum participation rate of 75%.

Individual meeting participation of the Supervisory Board members

 

 

Number of meetings

 

Participation

 

Participation rate

 

 

 

 

 

 

 

Members of the Supervisory Board as at December 31, 2022

 

 

 

 

 

 

Thomas Rabe, Chairman

 

15

 

15

 

100%

Ian Gallienne, Deputy Chairman

 

15

 

15

 

100%

Udo Müller, Deputy Chairman

 

15

 

15

 

100%

Petra Auerbacher

 

9

 

9

 

100%

Birgit Biermann1

 

4

 

4

 

100%

Jackie Joyner-Kersee

 

9

 

9

 

100%

Christian Klein

 

9

 

6

 

67%

Bastian Knobloch

 

9

 

8

 

89%

Kathrin Menges

 

13

 

13

 

100%

Beate Rohrig

 

9

 

9

 

100%

Nassef Sawiris

 

9

 

9

 

100%

Frank Scheiderer

 

13

 

13

 

100%

Michael Storl2

 

11

 

11

 

100%

Bodo Uebber

 

13

 

13

 

100%

Jing Ulrich

 

9

 

6

 

67%

Günter Weigl

 

13

 

13

 

100%

 

 

 

 

 

 

 

Member of the Supervisory Board until August 31, 2022

 

 

 

 

 

 

Roland Nosko

 

7

 

7

 

100%

1

Member of the Supervisory Board since September 1, 2022.

2

Member of the General Committee since October 12, 2022.

Tasks and topics for the entire Supervisory Board

In the year under review, there were nine meetings of the entire Supervisory Board (2021: seven 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 the employment situation, the financial position of the company, and the development of the company’s individual operations, brands, and markets. Furthermore, we focused on the impact of the geopolitical situation in Ukraine and the associated wind-down of business operations in Russia, the ongoing pandemic-related restrictions and the related slower recovery of the business in China, the elevated inventory levels due to declining consumer demand and the termination of the Yeezy partnership. Moreover, we thoroughly addressed supply chain challenges, the development of the market shares in the major markets and adidas’ brand heat, also compared with our competitors. 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. The status of the Reebok divestiture process was also regularly addressed and conferred on. We also discussed the annual and multi-year planning of the Executive Board. One of the focus topics in this respect was the implementation status of the long-term strategy ‘Own the Game’ that will run until the 2025 financial year. The growing importance of ESG-related topics and their regulation was also discussed regularly by the Supervisory Board. Finally, the Executive Board informed us about the implementation of the people strategy and the measures taken to foster and accelerate Diversity, Equity, and Inclusion at adidas. As regards personnel matters, the extension of the appointments of Roland Auschel and Brian Grevy and the change in the Chief Executive Officer position from Kasper Rorsted to Bjørn Gulden were some of the main topics of consultation.

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 based on preparations 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. adidas-group.com/s/Compensation  see declaration on corporate governance

At the February meeting of the Supervisory Board, the Executive Board reported on the company’s situation and preliminary financial results for the 2021 financial year as well as the pandemic-related challenges in China and Vietnam. Moreover, we discussed the dividend and return policy of adidas AG, the M&A strategy, and the status of the Reebok divestiture. In this connection, in case of a successful divestiture of Reebok to the Authentic Brands Group, we approved to return the majority of the proceeds from the divestiture to the shareholders by way of another share buyback program. In addition to adidas’ ESG targets, we also dealt with the Executive Board compensation. In this respect, having determined the degree of target achievement and having discussed in detail the individual performance of the Executive Board members, we set the variable compensation to be paid to the Executive Board members for the 2021 financial year. We also determined the appropriateness of the Executive Board compensation following an internal appropriateness test. In addition, we discussed the criteria and targets for the variable, performance-based compensation of the Executive Board members for the 2022 financial year. Furthermore, following a thorough consultation, we resolved the extension of the appointments of Roland Auschel and Brian Grevy as members of the Executive Board of adidas AG. Finally, we addressed corporate governance topics such as the adjustment of the Supervisory Board compensation and the adoption of the 2021 Compensation Report and the Declaration of Corporate Governance.

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 2021 annual financial statements and consolidated financial statements. Before the Supervisory Board passed its 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. The annual financial statements were thus adopted. The Executive Board also reported on the situation in Russia and Ukraine and the respective financial impact on adidas as well as on the security of and support provided for the employees there. In addition, the Executive Board reported on the company’s current business situation, the outlook for the 2022 financial year, the challenges of the operating business in China and the planned mitigating measures. Furthermore, the Executive Board gave us an update on adidas brand topics and current marketing campaigns, key partnerships and the new operating business in the area of metaverse and NFT. The successful conclusion of the Reebok divestiture was another topic. Other topics of discussion included compliance and major legal disputes involving adidas. Moreover, we approved the Supervisory Board Report to the Annual General Meeting as well as the proposed resolutions to be submitted to the 2022 Annual General Meeting, including the proposal on the appropriation of retained earnings for the 2021 financial year. In addition, at the March meeting, we finalized the criteria and targets for the variable, performance-based compensation of the Executive Board members for the 2022 financial year. The Supervisory Board was also given a comprehensive presentation of new product developments.

At the May meeting, we focused on the current business performance, the business situation in China, and the impact of the war between Russia and Ukraine. The Executive Board outlined the financial report for the first quarter of 2022 and reported on the revised outlook for the 2022 financial year reflecting the impact of the pandemic-related lockdowns in China. Furthermore, the Executive Board reported on the conclusion of a new, long-term strategic partnership with Foot Locker Inc. We were also given an update on adidas’ market shares and the development of brand heat. In light of the ongoing share buyback program, we approved the Executive Board’s adjusted resolution proposal on the appropriation of retained earnings and discussed the percentage of women on the Executive Board.

At the August meeting, we discussed, in particular, the Q2 and half-year results for 2022, the business situation in China, also compared with competitors, and the situation in Russia and Ukraine. The Executive Board also outlined the adjustment of the outlook for 2022 in view of the slower than expected recovery of the business in China. In this regard, we also discussed mitigating measures with the Executive Board. Furthermore, we received another update on adidas’ market shares, the development of brand heat, marketing investments and their efficiency as well as on product innovations. Comprehensive and detailed reports were given on adidas’ talent strategy and the topics of Tech and Data & Analytics. Furthermore, we discussed the amendments to the Code and their meaning for the company, and approved the court appointment of Birgit Biermann as new Supervisory Board member on the employee representative side due to the resignation of Roland Nosko with effect from August 31, 2022. Finally, the Supervisory Board was provided with training opportunities.

At an extraordinary Supervisory Board meeting in August, after a thorough discussion, we decided to follow the recommendation of the General Committee to approve the amicable termination of the appointment of Kasper Rorsted as Executive Board member of adidas AG in 2023 and the termination agreement to the Executive Board service contract. Furthermore, it was resolved to initiate the succession process.

The October meeting focused on the current business situation and the preliminary financial results for Q3 2022, the outlook for the year under review and the emerging challenges for the operating business, the planned Business Improvement Program, and the business development in China. In connection with the report on the situation in Russia and Ukraine, we approved the Executive Board’s proposal to wind down business operations in Russia. Moreover, we approved the extension of the term and the increase of the commitments of the revolving credit facility. Furthermore, we discussed with the Executive Board our collaboration strategies with partners and received an update on the strategic orientation of the basketball business as well as a presentation of product innovations in this regard. We also thoroughly discussed the Yeezy partnership and the settlement of a legal dispute with a competitor. Following a report by our Supervisory Board member responsible for ESG about sustainability issues at adidas AG, in particular the ‘share of sustainable articles offered’ (‘9 out of 10’), we addressed in detail the horizontal comparison of the Executive Board compensation, which had been conducted by an external compensation consultant. On this basis, the Executive Board compensation was assessed to be appropriate. In addition, the Supervisory Board elected Michael Storl as member of the General Committee. He succeeded Roland Nosko due to the latter’s resignation from the Supervisory Board with effect from the end of August 31, 2022. We also discussed the results of the self-assessment (efficiency examination) of our work. Based on the self-assessment results, we derived selective measures to improve the Supervisory Board’s work. In general, the self-assessment results confirmed the high effectiveness of the work of the Supervisory Board and its committees.

At an extraordinary Supervisory Board meeting in October, after a thorough discussion, we followed the Executive Board’s recommendation and approved the termination of the Yeezy partnership and the discontinuation of the production of Yeezy brand products.

Following in-depth consultations and upon recommendation of the General Committee, we resolved to appoint Bjørn Gulden as Executive Board member and Chief Executive Officer, each with effect from January 1, 2023, as well as the conclusion of his Executive Board service contract at our extraordinary Supervisory Board meeting in November. Moreover, we resolved, also upon recommendation of the General Committee, the amicable termination of the appointment of Kasper Rorsted as Executive Board member and Chief Executive Officer with effect from the end of November 11, 2022, as well as the appointment of Harm Ohlmeyer as Chief Executive Officer for the period from November 12, 2022, to December 31, 2022. Furthermore, we approved the issuance of non-share-based bonds with an aggregate amount of up to € 1,000,000,000.

At the December meeting, we focused on the preliminary Budget and Investment Plan for the 2023 financial year presented by the Executive Board as well as on the marketing and sponsorship agreements concluded in the year under review. After a thorough review, we approved the final Budget and Investment Plan presented to us for resolution in February 2023. Moreover, the Executive Board gave a comprehensive report on the implementation status of our strategy ‘Own the Game,’ including an overview on the current business situation and on the outlook for the year under review. We also discussed the Business Improvement Plan, the business situation in China, the status of the wind-down of business operations in Russia, and the Yeezy partnership. In addition, we dealt with the succession planning for the Executive Board, the assessment of the independence of the Supervisory Board members and resolved the Declaration of Compliance with the Code. Other topics were the resolution on the adjusted competency profile for the Supervisory Board prepared by the General Committee and thoroughly evaluated by the entire Supervisory Board as well as the adjustment of the Rules of Procedure of the Executive Board, Supervisory Board, and Audit Committee in view of the amendments to the Code. The Supervisory Board also resolved the necessary amendment to the Articles of Association to reflect the reduction of the nominal capital and the changed number of shares resulting from the cancelation of shares.

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. 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 Chairman of the Supervisory Board 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 six meetings in the year under review (2021: four 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 discussed the extension of the appointments of Roland Auschel and Brian Grevy and the amicable termination of the appointment of Kasper Rorsted. Moreover, the General Committee comprehensively prepared the search for a successor to the Chief Executive Officer and the appointment of Bjørn Gulden. 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 compensation report and the long-term succession planning for the Executive Board. The adjustment of the Supervisory Board compensation and the horizontal comparison to ascertain the appropriateness of the Executive Board compensation were also prepared by the General Committee for the entire Supervisory Board.

The Audit Committee held four meetings in the year under review (2021: four meetings). The Chief Financial Officer and the auditor were present at all meetings and reported to the committee members in detail. The Audit Committee follows the recommendation of the Code and regularly confers with the auditor at Audit Committee meetings without the Executive Board being present.

In addition to the monitoring of the accounting process, the committee’s work focused on the audit of the 2021 annual financial statements and the consolidated financial statements, 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 a detailed presentation of the audit reports by the auditor, the Audit Committee decided to recommend to the Supervisory Board to approve the 2021 annual financial statements and consolidated financial statements. Furthermore, the Audit Committee prepared the audit of the non-financial statement.

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 accordance with § 111 section 2 sentence 4 AktG, the Audit Committee furthermore commissioned the auditor with the audit of the content of the non-financial statement with limited assurance and, for the first time, with an audit with reasonable assurance of the statements on the ‘share of sustainable articles offered’ (‘9 out of 10’) KPI contained therein. 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 2021 audit. Finally, the Audit Committee discussed the quarterly financial results and the half-year financial report. Furthermore, in the year under review, the Audit Committee had in-depth discussions about the transition regarding the external rotation of the auditor in 2023 and dealt thoroughly with the audit plan and risk management report. At each committee meeting, the Audit Committee was also informed about the findings and developments of the Internal Audit department 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 sustainability issues at adidas (including the Executive Board compensation target ‘share of sustainable articles offered’ – ‘9 out of 10’). Other topics were the German Supply Chain Act, the KPIs of the non-financial statement, and amendments to the Code. The provisions of the Corporate Sustainability Reporting Directive and the impact of currency effects on the business of adidas, including the associated hedging strategy and pension obligations, were also discussed by the Audit Committee.

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

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.

Election and composition of the Supervisory Board

The long-serving Supervisory Board member Roland Nosko resigned as employee representative from the Supervisory Board with effect from the end of August 31, 2022. With effect from September 1, 2022, and for the period until the end of the 2024 Annual General Meeting, Birgit Biermann was appointed by court as new employee representative on the Supervisory Board. This was also the reason for changing the composition of the General Committee, and Michael Storl was elected as new General Committee member with effect from October 12, 2022.  see SUPERvisory board

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

In August 2022, the Supervisory Board and Kasper Rorsted mutually agreed on the resignation of Kasper Rorsted from his position as Chief Executive Officer. In November 2022, the Supervisory Board appointed Bjørn Gulden as new Executive Board member and Chief Executive Officer with effect from January 1, 2023. In agreement with the Supervisory Board, Kasper Rorsted resigned from his position as Chief Executive Officer upon expiry of November 11, 2022, and left the company. Harm Ohlmeyer was appointed as interim Chief Executive Officer for the period from November 12, 2022, to December 31, 2022. Moreover, we extended the mandate of Brian Grevy, responsible for Global Brands, by five years effective February 2023 and the mandate of Roland Auschel, responsible for Global Sales, by two years effective January 2023 until December 2024.  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 regulations of the Code. The Supervisory Board and its committees discussed at their meetings the requirements of the German Stock Corporation Act 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 2022 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 the 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 2022 Annual General Meeting appointed KPMG as auditor and Group auditor for the 2022 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 that could prejudice their independence as auditor or that 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 2022 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 2022 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 6, 2023, and at the balance sheet meeting of the Supervisory Board on March 7, 2023, 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 Systems relating to the accounting process. Prior to the passing of the resolution, the auditor reported on the results of the audit of the non-financial statement with limited assurance as commissioned by the Audit Committee in accordance with § 111 section 2 sentence 4 AktG and the first-time audit with reasonable assurance of the statements on the ‘share of sustainable articles offered’ (‘9 out of 10’) KPI contained therein. In addition, the Supervisory Board discussed in depth and approved the Executive Board’s proposal concerning the appropriation of retained earnings for the 2022 financial year.

Based on our own examinations 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 2022 financial year. The annual financial statements were thus adopted. As the responsible audit partners, auditor Angelika Huber-Straßer has signed the annual financial statements since the 2021 financial year and auditor Johannes Hanshen since the 2022 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 had 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 prepared by the Audit Committee, the 2022 Annual General Meeting, upon proposal of the Supervisory Board, appointed PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as auditor and Group auditor for the 2023 financial year. Prior to this, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft had confirmed to both the Supervisory Board and Audit Committee that there are no circumstances that could prejudice their independence as auditor or that could cast doubt on the independence of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.

Expression of thanks

On behalf of the entire Supervisory Board, I would like to thank the long-serving Supervisory Board member Roland Nosko, who resigned during the year under review, for his tremendous dedication to the company and his exceptional work on the Supervisory Board. Furthermore, I wish to thank 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 gratitude for the enduring trust and cooperation between the employee and shareholder representatives on the Supervisory Board.

Moreover, I would like to thank Kasper Rorsted, who resigned from the Executive Board in mid-November, for his achievements for the company during the past six years. He strategically repositioned the company and fast-forwarded its digital transformation. In North America, the world’s largest sporting goods market, adidas has doubled its sales during his term of office since 2016. In addition, with Kasper Rorsted at the helm, adidas has strengthened its leadership position in sustainability and increased Diversity, Equity, and Inclusion throughout the company. We would like to express our gratitude and respect for these achievements.

For the Supervisory Board

Signature of Thomas Rabe (signature)

Thomas Rabe
Chairman of the Supervisory Board

March 2023

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Performance
Under the ‘Performance’ category, we subsume all footwear, apparel and ‘accessories and gear’ products which are of a more technical nature, built for sport and worn for sport. These are, among others, products from our most important sport categories: Football, Training, Running, and Outdoor.