Annual Report 2024

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To our Shareholders

Supervisory Board Report

Thomas Rabe, Chairman of the Supervisory Board (Photo)Thomas Rabe, Chairman of the Supervisory Board (Photo)

Dear Shareholders,

2024 was a successful year for adidas. The company continued its turnaround with a clear focus on its people, products, and consumers, as well as its retail and brand partners. With this focus, adidas performed significantly better than initially expected, despite the overall business environment being characterized by geopolitical tensions and macroeconomic challenges in several regions. Brand momentum accelerated further and broadened across markets and categories, fueled by an improved product offering and go-to-market approach. In addition, adidas leveraged the ‘Summer of Sports’ with impactful marketing activations featuring its strong portfolio of sports teams and athletes. At the same time, the company’s relationships with its retail partners were further strengthened and conversations intensified. As a result of these various initiatives, adidas was able to drive quality growth, with less discounting and a higher share of full-price sales benefitting profitability levels. Consequently, we were able to upgrade our full-year guidance three times in the course of 2024, reflecting the faster-than-expected progress both financially and operationally. This provides a strong foundation for further improvements in 2025 and puts adidas firmly on track to becoming a healthy company by 2026.

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, diligently and continuously supervising 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 strategic direction, 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, the adequacy and further 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 significantly better-than-expected development of the underlying business (especially in view of the Terrace trend), the sale of the remaining Yeezy inventory, and the currency effects. Furthermore, we received regular comprehensive written reports from the Executive Board 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 the entire Supervisory Board and to put forward suggestions before passing resolutions based on in-depth examination and thorough consultation. At the Supervisory Board meetings, the Executive Board was available for discussions and for 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 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 the Supervisory Board within the virtual meetings.

Type of meeting

 

 

Virtual meeting

 

Physical meeting

Supervisory Board

 

3

 

5

Nomination Committee

 

1

 

1

General Committee

 

4

 

1

Audit Committee

 

1

 

3

As part of the Executive Board’s financial reporting to the Supervisory Board in particular, the external auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (‘PwC’), Frankfurt am Main, Germany, attended the meetings of the Supervisory Board insofar as no Executive Board matters and internal matters of the Supervisory Board and Executive Board were discussed. Furthermore, PwC 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 the company’s strategic orientation, 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, if required, also at short notice. During the Supervisory Board and committee meetings, the Chairman of the Supervisory Board and the Chairman of the Audit Committee regularly reported on discussions with the Executive Board outside the meetings.

The Supervisory Board also convened 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 followed recommendation D.10 of the Code and regularly consulted with the auditor in the Audit Committee meetings without the Executive Board.

In this year under review, too, the participation rate of the Supervisory Board and its committees was constantly high, totaling approximately 96% (2023: approximately 99%) with regard to the Supervisory Board meetings, 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, 2024

 

 

 

 

 

 

Thomas Rabe, Chairman

 

15

 

15

 

100%

Ian Gallienne, Deputy Chairman

 

15

 

14

 

93%

Paul Francis Seline, Deputy Chairman

 

8

 

8

 

100%

Birgit Biermann

 

11

 

11

 

100%

Linda Evenhuis

 

8

 

8

 

100%

Jackie Joyner-Kersee

 

8

 

8

 

100%

Christian Klein

 

10

 

8

 

80%

Bastian Knobloch

 

8

 

8

 

100%

Oliver Mintzlaff

 

6

 

5

 

83%

Petar Mitrovic

 

5

 

5

 

100%

Thomas Sapper

 

7

 

7

 

100%

Nassef Sawiris

 

11

 

10

 

91%

Harald Sikorski

 

5

 

5

 

100%

Bodo Uebber

 

12

 

12

 

100%

Jing Ulrich

 

8

 

8

 

100%

Günter Weigl

 

12

 

12

 

100%

Tasks and topics for the entire Supervisory Board

In the year under review, there were eight meetings of the entire Supervisory Board (2023: 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. As the focus was on sustainable net sales growth and increasing operating profit, key topics in the year under review were the business development in the major markets and sales channels, the order book development and the sell-through of our products, the inventory development, and the handling of the existing Yeezy inventory. In addition, we dealt intensively with the major legal disputes, various brand and product topics, the latest marketing campaigns, and adidas’ key partnerships – especially in the context of the ‘Summer of Sports’ with the European Football Championship, the Copa 2024, and the Olympic and Paralympic Games. Furthermore, during a three-day offsite meeting in Los Angeles, we dealt extensively with the North American market and the challenges in the year under review. Moreover, during our stay in Los Angeles, the company’s Supervisory Board members were able to gain a comprehensive insight into different concepts of adidas stores and stores of partners, competitors, and fashion influencers. The Supervisory Board dealt intensively with the core areas of the Los Angeles location such as Originals, Culture Collaborations & Partnerships, Basketball, and Cultural Marketing. The Supervisory Board also had the opportunity to visit the shoe production at our German location in Scheinfeld, including the ‘Athlete Services’ made-to-measure production. The growing importance of ESG-related topics and their regulation were further regular topics of discussion at the Supervisory Board meetings. Further focus topics were information security at adidas, investor expectations, and the preparation of the Supervisory Board elections. Moreover, the Executive Board informed us about the current status and the developments of the Human Resources organization. As regards personnel matters, the departure of Martin Shankland and Arthur Hoeld from the Executive Board, Mathieu Sidokpohou’s appointment, the general succession planning, and the revision of the compensation system for the Executive Board were the focus topics.

Due to statutory regulations or the Rules of Procedure, certain transactions and measures of the Executive Board require the approval of the Supervisory Board. The Supervisory Board discussed transactions requiring its approval as they arose and gave its approval to resolution items after thorough reviews, in some cases based on preparations by the relevant committees. In addition, the Supervisory Board regularly discussed personnel and compensation matters concerning the Executive Board as well as questions of corporate governance. ADIDAS-GROUP.COM/S/COMPENSATION SEE DECLARATION ON CORPORATE GOVERNANCE

At the February meeting, which was an offsite meeting in Los Angeles, the preliminary financial results for the 2023 financial year and the company’s business situation, particularly on the North American market, were the major topics of discussion. John Miller, Managing Director North America since January 2024, reported on the structure of the organization, the existing challenges, and his focus topics. In addition, the Executive Board presented the Budget Plan for the 2024 financial year. The further handling of the existing Yeezy inventory and the dividend proposal were also discussed in detail. Another focus topic was Executive Board compensation. After determining the degree of target achievement and thoroughly discussing the individual performance of the Executive Board members, we set the variable compensation to be paid to the Executive Board members for the 2023 financial year. Furthermore, following an internal appropriateness assessment, the Executive Board compensation was assessed to be appropriate. Moreover, the Supervisory Board discussed the new compensation system for the Executive Board members based on the General Committee’s corresponding preparation. Finally, we approved the diversity concept for the Executive Board and the Declaration on Corporate Governance. After extensive visits of adidas stores and stores of competitors and retail partners, the Supervisory Board had the opportunity to gain a deeper insight into the Originals business unit. Apart from new products, the Supervisory Board was updated on Culture Collaborations & Partnerships, Basketball and Culture Marketing.

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 2023 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 audit 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 based on the 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 outlined the company’s business situation at the time, the Budget Plan for the 2024 financial year, and the resulting guidance for 2024. Following a thorough discussion, the Supervisory Board approved the Budget Plan as presented. We also dealt with adidas brand and product topics, current marketing campaigns, key partnerships, compliance, and the major legal disputes of adidas. Moreover, we approved the Supervisory Board Report to the Annual General Meeting as well as the proposed resolutions to be submitted to the 2024 Annual General Meeting, including the proposal on the appropriation of retained earnings for the 2023 financial year. Furthermore, we conferred on the Supervisory Board election in 2024. After thorough discussions, the shareholder representatives approved the candidate proposal for the Supervisory Board election to the 2024 Annual General Meeting prepared by the Nomination Committee and the proposed new terms of office for the shareholder representatives (‘staggered board’). Another focus topic was Executive Board compensation. Following corresponding preparation by the General Committee and extensive discussions, we approved the new compensation system for the Executive Board members and the resulting amendments of the Executive Board service contracts. In addition, we determined the criteria and targets for the variable, performance-related compensation of the Executive Board members for the 2024 financial year and approved the Compensation Report for the 2023 financial year at this meeting. Finally, we approved the amendments of the Business Allocation Plan for the Executive Board.

The May meeting, which took place on the evening before the Annual General Meeting, centered around the business performance at the time, as well as adidas brand and product topics, the latest marketing campaigns, and key partnerships. In this regard, the Executive Board reported on the events and activations planned by adidas for the ‘Summer of Sports’, the ongoing high demand for the Samba, Gazelle, Spezial, and Campus footwear franchises and the increasing demand for the SL72. In addition, we thoroughly discussed the better-than-expected financial results for the first quarter of 2024, the impact of negative currency effects, the handling of the existing Yeezy inventory, and the resulting increased outlook for the year under review. Furthermore, we were informed about the expected main topics and questions at the Annual General Meeting. Moreover, we approved the proposed amendment of the Rules of Procedure of the Supervisory Board to increase the number of General Committee members to six. After the Supervisory Board meeting, the Supervisory Board and the Executive Board visited the Spring/Summer 2025 product exhibition.

During the constituent meeting of the Supervisory Board directly after the Annual General Meeting, the newly composed Supervisory Board elected Thomas Rabe as Chairman of the Supervisory Board and Paul Francis Seline as First Deputy Chairman and Ian Gallienne as Additional Deputy Chairman. The committee members were also elected.

At our meeting in late July, we discussed, in particular, the financial results for the second quarter and the first half of 2024 and the outlook for the 2024 financial year, which had to be adjusted due to the better-than-expected results for the second quarter and the market dynamics. In this regard, we also discussed the currency effects with the Executive Board. Moreover, we were given an overview of the brand and product topics, the latest marketing campaigns, and key partnerships. With regard to marketing and brand heat, the Executive Board focused on the successes at the EURO 2024 and Copa America and on the 75th anniversary celebrations at the various adidas locations. We also received an update on the SL72 campaign, the situation of the Human Resources organization, and the positive results of the Employee Listening Survey. Finally, training opportunities for the Supervisory Board were presented.

At an extraordinary Supervisory Board meeting in August, we resolved upon the termination of Martin Shankland’s appointment as a member of the Executive Board of adidas AG by mutual consent upon expiry of August 10, 2024, based on the recommendation of the General Committee and after thorough deliberation.

The October meeting of the Supervisory Board focused on the discussion of the business situation at the time and the preliminary financial results for the third quarter of 2024, as well as on the outlook for the 2024 financial year, which had to be adjusted due to the ongoing momentum. Moreover, we were given an overview of the latest adidas brand and product topics, marketing campaigns, and key partnerships, with a focus on, inter alia, the successes of adidas athletes at the Olympic and Paralympic Games 2024. We also received an update on information security at adidas. Furthermore, we approved Harm Ohlmeyer’s Advisory Board mandate at the German branch of HSBC Continental Europe S.A., Germany. After thorough discussions and following the recommendation of the General Committee, we approved the termination by mutual consent of Arthur Hoeld’s appointment as a member of the Executive Board of adidas AG effective October 31, 2024. Also upon the General Committee’s recommendation, Mathieu Sidokpohou was appointed as a new Executive Board member with responsibility for Global Sales effective November 1, 2024. After the Supervisory Board meeting, the Supervisory Board and Executive Board visited the Fall/Winter 2025 product exhibition.

At the December meeting, which took place at our German production site in Scheinfeld, we focused on the preliminary Budget Plan for the 2025 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 Plan presented to us for resolution in early 2025. Moreover, the Executive Board gave a detailed report on the business situation at the time, the outlook for the year under review as well as on adidas brand and product topics, the latest marketing campaigns, and key partnerships. Further focus topics were the report by the Investor Relations department on the dialog with and feedback from investors and the report by the Chairman of the Audit Committee on the Audit Committee’s discussions around ESG topics and sustainability reporting. In addition, the Supervisory Board was informed about the searches conducted at German adidas sites in connection with compliance with customs and tax regulations when importing products into Germany. We also discussed the assessment of the Supervisory Board members’ independence, resolved the Declaration of Compliance with the German Corporate Governance Code, and reviewed the objectives of the Supervisory Board regarding its composition (incl. the competency profile). We also discussed the fulfillment of the statutory gender quota in the Supervisory Board stipulated in § 96 section 2 sentences 1, 3, and 4 AktG. In view of the Supervisory Board election of the shareholder representatives at the 2025 Annual General Meeting, the shareholder representatives resolved pursuant to § 96 section 2 sentence 3 AktG that the minimum quota of 30% women and 30% men on the Supervisory Board has to be fulfilled separately. Another agenda item was the horizontal comparison of the Executive Board compensation and potential further adjustments of the compensation system for the members of the Executive Board. Finally, we agreed that the self-assessment of the Supervisory Board (efficiency examination) would presumably be conducted in 2025 due to the extensive personnel changes as a result of the most recent Supervisory Board election. After the Supervisory Board meeting, we visited the shoe production in Scheinfeld, Germany, together with the Executive Board.

Tasks and topics in 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 five meetings in the year under review (2023: six 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, such as, in particular, the termination of Martin Shankland’s and Arthur Hoeld’s appointments by mutual consent and the appointment of Mathieu Sidokpohou. Regarding Executive Board compensation, the General Committee mainly drafted proposals for resolutions on the targets, the target achievement, and the amount of the variable performance-related compensation, and pre-examined the horizontal and vertical appropriateness of the Executive Board compensation. Moreover, the General Committee dealt intensively with the compensation report for the year under review, the revision and further potential adjustments of the compensation system for the Executive Board, and the resulting amendments of the Executive Board service contracts. The long-term succession planning for the Executive Board was also discussed by the General Committee.

The Audit Committee held four meetings in the year under review (2023: 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 followed the recommendation of the Code and regularly consulted with the auditor at Audit Committee meetings without the Executive Board being present.

In addition to monitoring the accounting process, the committee’s work focused on the audit of the 2023 annual financial statements and 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 2023 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 thoroughly discussed the continued development and monitoring of the effectiveness and adequacy of the Risk Management System, the Internal Audit System, the Internal Control System, and the Compliance Management System. Other matters of thorough deliberation were the assignment of the audit mandate to the auditor and the determination of the audit fees and key audit matters. Furthermore, the Audit Committee commissioned the auditor with a limited assurance audit of the content of the non-financial statement which was prepared in accordance with the European Sustainability Reporting Standards (ESRS). In addition, the Audit Committee monitored the auditor’s independence and qualification, while also taking into account the non-audit services provided by the auditor. With regard to assessing the quality of the audit, the Audit Committee determined on the basis of, inter alia, an internal quality review that there were no indications of insufficient quality of the 2023 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 thoroughly dealt with the audit plan and the risk management report. At each committee meeting, the Audit Committee was also informed about the findings and developments of the Internal Audit department and current cases and developments in the area of compliance.

Moreover, topics such as data privacy and information security, as well as ESG and sustainability topics at adidas, were discussed during the Audit Committee meetings. In this regard, a particular focus was on the provisions in view of the implementation of the Corporate Sustainability Reporting Directive (CSRD). Global Business Services, foreign exchange risks, and the S4/HANA implementation at adidas were also discussed by the Audit Committee.

The Nomination Committee held two meetings in the year under review (2023: two meetings). The focus topic of both meetings and of deliberations in the period between the meetings was, in particular, the preparation of the Supervisory Board’s proposals for the election of the Supervisory Board members representing the shareholders to the 2024 and 2025 Annual General Meeting. The Nomination Committee received support from external personnel consultants in this regard. Taking into account the competency and diversity profile defined by the Supervisory Board and the qualification matrix for the Supervisory Board members, the statutory requirements for the candidates’ suitability and independence, the applicable recommendations of the German Corporate Governance Code, as well as investor expectations and feedback, the Nomination Committee developed a qualification profile. Based on this profile, the committee members thoroughly discussed the proposals prepared by the personnel consultants and had personal meetings with selected candidates. Following a careful assessment and thorough discussion, concrete resolution proposals for the Supervisory Board were eventually prepared.

Furthermore, the Nomination Committee discussed the general succession planning for the Supervisory Board with a particular focus on the position of the Chairman, on female representation, and also considering investor requests. This also comprised a thorough review of the Supervisory Board’s objectives regarding its composition, the Supervisory Board’s competency and diversity profile, and the independence and availability of the Supervisory Board members. The Nomination Committee concluded that all members of the Supervisory Board generally have sufficient time to perform their tasks. Finally, the Nomination Committee prepared resolution proposals for the Supervisory Board.

As in previous years, the Mediation Committee, 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

At the end of the Annual General Meeting on May 16, 2024, the terms of office of all Supervisory Board members expired. Therefore, an election of all shareholder representatives was necessary.

For every new election taking place, the Supervisory Board submits its proposals to the Annual General Meeting. Each election proposal is preceded by a diligent selection process for suitable candidates, which is outlined under ‘Tasks and topics in the committees – Nomination Committee.’

In accordance with the Articles of Association, the regular term of office of the shareholder representatives is five years. However, within the context of the shareholder candidate proposals to the Annual General Meeting, the option to appoint shareholder representatives for a shorter term of office of no more than four years was used as stipulated in the Articles of Association of adidas AG. To strengthen the shareholders’ voting rights, take the demands of today’s corporate governance into account, and be able to react flexibly to changing competency requirements, the shareholder representatives were not all proposed to be elected for this maximum term of office of four years but for terms of one year or two, three, or four years. This has allowed for the gradual formation of a staggered board in the future.

Thomas Rabe was elected to the Supervisory Board for the period until the end of the 2025 Annual General Meeting by the shareholders and, during the constituent Supervisory Board meeting directly after the Annual General Meeting, as Chairman of the Supervisory Board by the Supervisory Board members.

Furthermore, our shareholders elected Ian Gallienne and Nassef Sawiris until the end of the 2026 Annual General Meeting, Bodo Uebber and Jing Ulrich until the end of the 2027 Annual General Meeting, and Jackie Joyner-Kersee, Christian Klein, and Oliver Mintzlaff, who was proposed for the first time for election as a new Supervisory Board member, until the end of the 2028 Annual General Meeting.

The employee representatives were newly elected in April 2024 by delegates. In this regard, all adidas AG employees eligible to vote elected delegates, who subsequently elected the Supervisory Board members at the assembly of delegates. Since the end of the 2024 Annual General Meeting, the elected candidates, Paul Francis Seline, Linda Evenhuis, Bastian Knobloch, Petar Mitrovic, Thomas Sapper, and Guenter Weigl, together with the union representatives Birgit Biermann and Harald Sikorski, are the employee representatives on the Supervisory Board.

The Chairman and his two Deputies as well as the committee members were elected at the constituent meeting of the Supervisory Board. The members of the Supervisory Board elected Thomas Rabe as Chairman, Paul Francis Seline as First Deputy Chairman, and Ian Gallienne as Additional Deputy Chairman of the Supervisory Board. Bodo Uebber was again elected as Chairman of the Audit Committee. SEE SUPERVISORY BOARD

With regard to the representation of women and men, the Supervisory Board complies with the statutory minimum quota pursuant to § 96 section 2 sentence 1 AktG. Prior to the resolution on the election proposals, both the shareholder representatives and the employee representatives resolved that the minimum quota of 30% women and 30% men on the Supervisory Board should be fulfilled separately for the shareholder representatives and the employee representatives in accordance with § 96 section 2 sentence 3 AktG.

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 offers new Supervisory Board members or members who assume new responsibilities an introduction to the work of the Supervisory Board and/or to new areas of responsibility within adidas AG. In this regard, the Supervisory Board members receive a detailed introduction to the business and subject areas that are relevant to their particular tasks. The new Audit Committee members participated in comprehensive introductory sessions, inter alia, in the areas of accounting, internal control and risk management systems, compliance, information security, and ESG. Moreover, in the year under review, the Supervisory Board and Executive Board participated in a three-day offsite meeting in Los Angeles. In addition to the various concepts of the adidas stores and stores of partners, competitors, and fashion influencers, the various core areas of the Los Angeles location, namely Originals, Culture Collaborations & Partnerships, Basketball and Cultural Marketing, were presented to the Supervisory Board. Moreover, the Supervisory Board received an update on product innovations of adidas and various cooperation partners as well as new collections. Furthermore, the Supervisory Board visited the shoe production, including ‘Athlete Services’ made-to-measure production, at our German location Scheinfeld. The company also informed the Supervisory Board regularly about current legislative changes, particularly with regard to the increasing regulation of ESG topics and non-financial reporting, and about opportunities for external training, and provided relevant specialist literature.

Changes to the Executive Board

Effective January 1, 2024, Michelle Robertson was appointed as new Executive Board member responsible for Global Human Resources, People and Culture. Furthermore, upon expiry of August 10, 2024, Martin Shankland, responsible for Global Operations, resigned as Executive Board member in agreement with the Supervisory Board and left the company. Bjørn Gulden assumed responsibility for the areas of Sourcing, Product Operations, and Sustainability. Harm Ohlmeyer has since been responsible for the areas of Supply Chain and Tech. Furthermore, upon expiry of October 31, 2024, Arthur Hoeld, responsible for Global Sales, resigned as Executive Board member in agreement with the Supervisory Board and left the company. Mathieu Sidokpohou was appointed as a new Executive Board member, responsible for Global Sales effective November 1, 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 dealt with the corporate governance requirements of the German Stock Corporation Act and the Code at their meetings. Further detailed information on corporate governance within the company is set out in the Declaration on Corporate Governance. SEE DECLARATION ON CORPORATE GOVERNANCE

Following thorough deliberations, the current Declaration of Compliance pursuant to § 161 AktG was resolved by the Executive Board and Supervisory Board of adidas AG in December 2024 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 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

Following the Supervisory Board’s proposal, which was based on the Audit Committee’s recommendation, the 2024 Annual General Meeting appointed PwC as auditor and Group auditor for the 2024 financial year. Prior to this, PwC had confirmed to both the Supervisory Board and Audit Committee that there are no circumstances which could prejudice their independence as auditor or which could cast doubt on PwC’s independence. In this respect, PwC also declared the extent to which non-audit services were rendered for the company in the previous financial year or were contractually agreed for the following year.

PwC audited the 2024 consolidated financial statements drawn up 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. The auditor also approved without qualification the 2024 annual financial statements of adidas AG, prepared in accordance with HGB requirements, and the combined Management Report for adidas AG and the Group. Furthermore, as commissioned by the Supervisory Board, PwC audited the non-financial statement. The financial statements, the proposal on the appropriation of retained earnings, and the reports of the auditor of the annual financial statements 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 3, 2025, and at the balance sheet meeting of the Supervisory Board on March 4, 2025, 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 and key audit matters, and was available for questions, providing additional information. The auditor did not report any significant weaknesses of the Internal Control and Risk Management Systems with regard to the accounting process. Prior to the passing of the resolution, the auditor reported on the results of the audit of the content 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 thoroughly discussed and approved the Executive Board’s proposal concerning the appropriation of retained earnings for the 2024 financial year.

Based on our own examinations of the annual financial statements and consolidated financial statements (including the non-financial statement), we concluded that there are no objections to be raised. Therefore, following the recommendation of the Audit Committee, the Supervisory Board agreed with the auditor’s audit results and approved the financial statements prepared by the Executive Board, including the non-financial statement, for the 2024 financial year. The annual financial statements were thus adopted. PwC has been acting as auditor and Group auditor for adidas AG since the 2023 financial year. As the responsible audit partners since the 2023 financial year, the auditors Rainer Kroker and Christian Landau have signed the financial statements.

Expression of thanks

On behalf of the entire Supervisory Board, I wish to thank the current Executive Board and all our employees around the world for their great personal dedication and ongoing commitment. Moreover, I would like to express my gratitude for the always trustful collaboration between the shareholder representatives and the employee representatives on the Supervisory Board and would like to thank, in particular, Petra Auerbacher, Kathrin Menges, Udo Müller, Beate Rohrig, Frank Scheiderer, and Michael Storl, who left the Supervisory Board. Moreover, I would like to thank Martin Shankland, who resigned from the Executive Board in mid-August 2024, and Arthur Hoeld, who resigned from the Executive Board at the end of October 2024, for their numerous important contributions and their commitment to adidas.

For the Supervisory Board

A handwritten signature

THOMAS RABE
CHAIRMAN OF THE SUPERVISORY BOARD
March 2025