Governance

GOV-1 – The role of the administrative, management and supervisory bodies

As a globally operating stock corporation with its registered seat in Herzogenaurach, Germany, adidas AG is subject to, inter alia, the provisions of the German Stock Corporation Act (Aktiengesetz – AktG). One of the fundamental principles of German stock corporation law is a dual board system, whereby the Executive Board is responsible for the management of the company, and the Supervisory Board is responsible for advising and supervising the Executive Board. These two boards are strictly separated in terms of both members and competencies. However, both boards cooperate closely in the interest of the company.

We report in our Annual Report on the composition of the Executive Board and the Supervisory Board, including expertise, skills and diversity, roles and responsibilities, as well as expert committees. More detailed information can be found here: SEE EXECUTIVE BOARD SEE SUPERVISORY BOARD SEE SUPERVISORY BOARD REPORT SEE DECLARATION ON CORPORATE GOVERNANCE

The Executive Board is responsible for independently managing the company with the aim of sustainable value creation in the best interests of the company, and with developing the company’s strategic orientation, coordinating it with the Supervisory Board, and ensuring its implementation. Furthermore, the Executive Board determines business objectives, the company’s policy, and the organization of the Group. In this respect, the Executive Board also systemically assesses risks and opportunities for the company linked with social and environmental factors, as well as the environmental and social impact of its business activities. More detailed information on material impacts, risks and opportunities (IROs) management can be found below.

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 and Risk Management System adequate and effective in view of the scope of business activities and the company’s risk situation which comprises a Compliance Management System aligned to the company’s risk situation and also covers sustainability-related objectives/matters. The Executive Board is obligated to act in the company’s interests and to strive for a sustainable increase in the value of the company.

The composition of the Executive Board is determined by the Supervisory Board and reflects the international structure of our company. 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. The Executive Board is composed of four members:

• Bjørn Gulden – Chief Executive Officer

• Mathieu Sidokpohou – Chief Commercial Officer

• Harm Ohlmeyer – Chief Financial Officer

• Michelle Robertson – Global Human Resources, People and Culture

One member of the Executive Board is female and three are male (1:3). The percentage of female Executive Board members is therefore 25% in relation to the percentage of male Executive Board members, which is 75%. Thereby, the requirements of § 76 section 3a AktG are fulfilled, which stipulates that at least one woman and at least one man be appointed as members of the Executive Board. In addition, Executive Board members are subject to an age limit of 67 years.

The Executive Board’s skills in sustainability matters are enhanced through regular updates from internal experts. More detailed information on each member of the Executive Board, including their expertise, skills and experience relevant to adidas’ business, can be found here: SEE EXECUTIVE BOARD

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.

Moreover, the Supervisory Board supervises and monitors the Executive Board in its conduct of business and advises on questions relating to the management of the company, including sustainability issues/matters.

The Supervisory Board is responsible for the appointment and dismissal of members of the Executive Board and for the allocation of their areas of responsibility as well as for the compensation system and the individual overall compensation of each Executive Board member.

When appointing new Executive Board members, the Supervisory Board ensures the best possible, diverse,¹ and mutually complementary Executive Board composition for the company and, together with the Executive Board, ensures long-term succession planning. This ensures a sustainable process for identifying and evaluating successor candidates for Executive Board positions.

The Supervisory Board consists of 16 members with four female members and twelve male members (4:12). The percentage of female Supervisory Board members is 25% in relation to the percentage of male Supervisory Board members, which is 75%. It thereby fulfills the statutory requirements of § 96 section 2 sentence 1 AktG, stipulating that the Supervisory Board must be composed of at least two women and two men on the shareholder representatives as well as the employee representatives side, respectively. In accordance with the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG), half of its members are representatives of shareholders and half are representatives of employees.²

More detailed information on the committees of the Supervisory Board, including their roles and responsibilities, can be found below and here: SEE DECLARATION ON CORPORATE GOVERNANCE

According to the objectives for the composition of the Supervisory Board, the Supervisory Board should be composed in such a way that qualified supervision of and advice to the Executive Board are ensured. Its members, on the 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.

More details regarding the composition of the Supervisory Board are published here: ADIDAS-GROUP.COM/BODIES SEE DECLARATION ON CORPORATE GOVERNANCE

When preparing proposals for the election of shareholder representatives to the Supervisory Board, the Supervisory Board takes into account the objectives regarding its composition and, in particular, aims to fulfill the competency profile developed for the Supervisory Board as a whole. This profile also includes skills and expertise in the areas of business strategy development and implementation, personnel planning and management, accounting and financial reporting, governance/compliance, and sustainability issues/matters relevant to adidas, including 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 sustainability reporting and its audit and assurance. The Supervisory Board’s skills in sustainability issues/matters are enhanced through regular updates from internal experts.

In the Supervisory Board’s assessment, the Supervisory Board as a whole, in its current position, fulfills the objectives regarding its composition and the competency profile. A detailed overview can be found in the Declaration on Corporate Governance – Supervisory Board competency profiles. See Declaration on Corporate Governance

In general, the age limit for the Supervisory Board members at the time of their appointment is 72 years.

Regarding the independence of its members, the Supervisory Board considers the following provisions to be appropriate: More than half of the shareholder representatives of the Supervisory Board should be independent within the meaning of the German Corporate Governance Code. From the company’s perspective, 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. In the opinion of the Supervisory Board, all shareholder representatives qualified as independent in 2025. Consequently, the percentage of independent shareholder representatives is 100% – and accordingly 50% with regard to the whole Supervisory Board.

In addition, 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 major competitor and should not have a personal relationship with any key competitor.

Finally, as a general rule, the length of membership of the Supervisory Board should not exceed twelve years or three terms of office.

The Supervisory Board and its committees regularly evaluate the efficiency of their work and resolve on individual measures to further improve the organization of the Supervisory Board’s work. The Chairmen of the committees regularly report to the Supervisory Board on the results of the committee work.

Within adidas, there are various management and supervisory roles that are responsible for overseeing different aspects of material impacts, risks and opportunities (IROs) management throughout our company. At the highest level are the Executive Board and the Supervisory Board.

The members of the Executive Board and Supervisory Board are regularly informed by expert teams who are actively involved in managing all material IROs (in particular, for sustainability-related matters, the central ESG function, the Social & Environmental Affairs team, the Governmental Affairs team, the Legal team, Brand teams, Sourcing teams, Investor Relations, Sales, Enterprise Risk Management, Internal Controls, and Internal Audit), about matters including legislative changes related to sustainability, as well as risks and opportunities, in particular with regard to the increasing regulation of environmental/sustainability, social and corporate governance issues. This also includes relevant training opportunities. This ensures that sustainability topics are embedded into the company’s decision making and regulatory/reporting readiness and compliance.

The Executive Board determines business objectives, the company’s policy, and the organization of the Group. In this context, the Executive Board also systemically assesses the risks and opportunities for the company related to social and environmental factors, as well as the environmental and social impact of its business activities. The Executive Board members manage relevant IROs as part of their regular responsibilities and coordinate with each other on all cross-functional measures. Collaboration within the Executive Board is 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. ADIDAS-GROUP.COM/BODIES

The Executive Board put in place an Internal Control system and Risk Management system in light of the scope of the business activities pursued by adidas and in light of its risk situation. This comprises, in particular, the Risk and Opportunity Management System, the Internal Control System, the Compliance Management System and the activities of Internal Audit team.

With regard to the Risk and Opportunity Management System, the Executive Board ensures comprehensive and consistent management of all relevant risks and opportunities, including sustainability-related objectives and matters. The Enterprise Risk Management department, reporting into the CEO, governs, operates, and develops the company’s risk and opportunity management system and is the owner of the centrally managed risk and opportunity management process on behalf of the Executive Board.

The Internal Control System represents a process embedded in the company-wide corporate governance system. It is designed to provide continuous improvement of the reliability of the company’s external financial reporting as well as the effectiveness and efficiency of operations, the reliability of non-financial reporting, and compliance with applicable laws and regulations. The effectiveness of the non-accounting-related controls is also regularly monitored by the Internal Audit department, reporting into the CEO, and the Global and Market Internal Controls teams.

The adidas Chief Compliance Officer (CCO) oversees the company’s Compliance Management System, which is aligned with the company’s risk situation. It establishes the organizational framework for company-wide awareness of our internal rules and guidelines and for the legally compliant conduct of our business. The Global Policy Manual provides a framework for basic work procedures and processes, and the Fair Play Code of Conduct stipulates that all of our employees and business partners shall act ethically in compliance with the laws and regulations of the legal systems in which they conduct business. The Compliance Management System is designed to support the achievement of qualitative and sustainable growth through good corporate governance, to reduce and mitigate the risk of financial losses or damage caused by non-compliant conduct, and to protect and further enhance the value and reputation of the company and its brand through compliant conduct.

The Internal Audit department, which works independently from all other functions of the organization, provides the Executive Board and the Audit Committee with regular, objective assurance on the adequacy and effectiveness of the company’s internal control system and risk management system.
More detailed information on the Internal Control System and Risk Management System can be found here: SEE RISK AND OPPORTUNITY REPORT

In addition, a central ESG function, reporting into the CEO, steers adidas’ sustainability and ESG direction, including overseeing and monitoring the target setting relating to material impacts, risks and opportunities in collaboration with the Executive Board and relevant functions.

The head of the central ESG function leads the Sustainability and ESG Steering Board (SSB). The SSB is composed of senior representatives from different functions across the company and ensures cross-functional alignment, transparent end-to-end management, and execution of agreed-upon sustainability goals. It aims to guide and embed sustainability and ESG within adidas’ functions, enable transformation, ensure regulatory readiness, enable related reporting and risk management and drive communication as well as engage with stakeholders.

We also maintain a separate compliance function, which operates as the Social & Environmental Affairs (SEA) team, to monitor supplier-facing social and environmental compliance performance and human rights impacts, reporting to the CEO through the General Counsel, who also acts as the Chief Human Rights Officer (CHRO).

Notably, various ESG progress updates were provided to the Executive Board and Supervisory Board in 2025.

All of the above functions, teams, and governance bodies, as well as other functions that manage IROs at the senior management level, report regularly to the Executive Board and to the Supervisory Board. This includes information on the setting and monitoring of targets relating to material impacts, risks and opportunities. The Supervisory Board is responsible for monitoring the effectiveness of the internal control system and risk management systems. These duties are generally undertaken by the Audit Committee of the Supervisory Board. ESG and sustainability topics at adidas are regularly discussed during Audit Committee meetings. The Audit Committee is also responsible for the preparation and oversight of non-financial reporting at adidas AG. The work of the Audit Committee is regulated by the Rules of Procedure.

More detailed information on the Audit Committee of the Supervisory Board, its members, responsibilities and rules of procedure as well as the focus of its work in 2025 can be found here: ADIDAS-GROUP.COM/SUPERVISORY-BOARD-COMMITTEES SEE SUPERVISORY BOARD REPORT

In addition, regular communication with relevant stakeholder groups such as customers, suppliers, business partners, investors, NGOs, or employees further add to the understanding of different stakeholder perspectives.

GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies

Each of the Executive Board members, including the CEO, is regularly informed about the material impacts, risks and opportunities (IROs), the implementation of due diligence, and the results and effectiveness of policies, actions, metrics and targets adopted on an ongoing basis by their senior management teams responsible for managing these IROs. The mentioned topics are also an integral part of the meetings of the Supervisory Board and its Audit Committee. SEE ESRS 2 – GOV-1 – THE ROLE OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

In the periods between meetings, the Chairman of the Supervisory Board and the Chairman of the Audit Committee maintain regular contact with the CEO and the CFO, conferring on matters such as adidas’ strategic orientation, business planning and development, major transactions, the risk situation, potential trade-offs associated with IROs, control and risk management, and compliance. In addition, the Chairman of the Supervisory Board and, as applicable, the Supervisory Board is informed about events of fundamental importance for evaluating the situation, the development and management of the company, if required, also at short notice.

The Executive Board, the Chairman of the Supervisory Board and the Chairman of the Audit Committee report 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 results of operation, the adequacy and further development of due diligence processes, including updates on the internal control and risk management systems and compliance matters, as well as on special matters of company impacts, risks and opportunities.

In the year 2024, we conducted a full-scope double materiality assessment (DMA), which was then presented to the Audit Committee. In 2025, after a review of the 2024 results, we concluded that a significant update was not necessary, and as a consequence, an unchanged list of all assessed material matters compared to the prior year was presented to the SSB. The material matters and related IROs can be found in the beginning of each topical standard under SBM-3 and IRO-1 (in the case of E5 and G1).

More detailed information on the content of the meetings of the Supervisory Board and its committees can be found here: SEE SUPERVISORY BOARD REPORT

GOV-3 – Integration of sustainability-related performance in incentive schemes

The Supervisory Board is responsible for determining, implementing, and reviewing the compensation and the compensation system for the Executive Board members. The Executive Board compensation system is presented by the Supervisory Board for approval to the Annual General Meeting at least every four years and in case of material changes.

The compensation of the Executive Board members is composed of non-performance-related (fixed) and performance-related (variable) compensation components and consists of a fixed compensation, an annual cash bonus (‘Performance Bonus’), a long-term share-based bonus (Long-Term Incentive Plan – ‘LTIP Bonus’) as well as other benefits and pension benefits.

The variable performance-related compensation is designed to provide the right incentives for the Executive Board to act in the interest of the company’s strategic direction, the shareholders, and other stakeholders, as well as to ensure a successful, sustainable, and long-term corporate management and development. When selecting the performance criteria, the Supervisory Board ensures that they are transparent, clearly measurable or identifiable and directly promote the implementation of the strategic direction, including from an ESG perspective.

Performance Bonus

As the annual variable performance-related component, the Performance Bonus serves as compensation for the Executive Board’s performance in the past financial year in line with the short-term development of the company. It incentivizes operational success within the established strategic framework. At the start of the financial year, the Supervisory Board establishes the respective weighted performance criteria. In the case of 100% target achievement, the target amount of the Performance Bonus corresponds to 30% of the target direct compensation of the respective Executive Board member.

The amount of the Performance Bonus is determined based on the achievement of weighted criteria. Two of these criteria are financial performance criteria, which are the same for all Executive Board members and are overall weighted at 80% (‘financial criteria’). The other criteria are defined for the Executive Board as a whole or individually for the respective Executive Board member and are overall weighted at 20% ('other criteria'). These other criteria may comprise financial, non-financial or ESG targets and allow for further differentiation depending on the specific operating and strategic priorities. If several non-financial or ESG targets are selected, the Supervisory Board also determines their relative weighting.

These other criteria for the 2025 financial year will be disclosed ex-post in the Compensation Report 2025. In this Compensation Report, the respective target achievements will be explained transparently, and the concrete calculation of the Performance Bonus amount will be set out comprehensively.

Long-Term Incentive Plan (LTIP)

The LTIP is designed to link the long-term performance-related variable compensation of the Executive Board to the company’s performance and thus to the interests of the shareholders. Therefore, the LTIP is share-based and oriented toward achieving long-term targets. The LTIP consists of annual tranches, each with a term of four years. Each LTIP tranche consists of a three-year performance period followed by a one-year lock-up period. In case of 100% target achievement, the LTIP target amount for the respective LTIP tranche corresponds to 40% of the target direct compensation of the respective Executive Board member. The amount of the LTIP Bonus is determined based on the achievement of uniform financial and non-financial performance criteria for all Executive Board members, which are derived from the long-term strategic direction of adidas.

During the performance period, a total of 80% of the target achievement is measured against financial criteria and a total of 20% is measured against non-financial or ESG criteria. At the start of the performance period of an LTIP tranche, the Supervisory Board also determines the non-financial or ESG criteria and target values for the entire duration of the performance period.

For the LTIP tranche 2025 (performance period 2025 to 2027), the following ESG-related performance criteria have been set with regard to the strategic targets:

• Reduction of CO₂ intensity per product:³ 10% weighting. The target setting is derived from the CO₂e emissions intensity target per product for 2025 (-15% intensity reduction compared to 2017 and -9% intensity reduction compared to 2022) and is in line with our SBTi-validated targets for 2030 and 2050. See ESRS E1-4 – Targets related to climate change mitigation and adaptation

• Percentage of female managers:⁴ 10% weighting. The target setting is derived from the ambition of increasing the global percentage of women in leadership positions to 50% by 2033. see ESRS S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

The Compensation Report for each financial year includes an outlook on the application of the compensation system for the current financial year. This outlook will transparently disclose ex-ante the determination of the financial and non-financial or ESG criteria. After expiry of the respective performance period, the performance criteria and targets, as well as the respective target achievement will be outlined transparently and comprehensively disclosed in the Compensation Report. The target values and target achievement of the performance criteria determined for the LTIP tranche 2025, as well as the associated determination of the variable performance-related compensation, will be disclosed in detail in the Compensation Report 2027.

With regard to the Supervisory Board, the compensation for Supervisory Board members consists of a fixed compensation component for their work on the Supervisory Board and an additional compensation component for committee work as well as an attendance fee. There are no performance-related targets that are measured against sustainability-related targets and/or sustainability-related metrics. The compensation system for the members of the Supervisory Board is set out in § 18 of the Articles of Association of adidas AG. The Supervisory Board compensation system will be submitted to the Annual General Meeting for approval at least every four years or in case of material changes.

A more detailed description of the Executive Board and Supervisory Board compensation, the key characteristics of the incentive scheme for the Executive Board, the target setting, and the target achievement can be found here: ADIDAS-GROUP.COM/COMPENSATION

GOV-4 – Statement on due diligence

The following table shows where information about our due diligence processes can be found throughout this Sustainability Statement:

GOV-5 – Risk management and internal controls over sustainability reporting

We recognize the importance of robust risk management and internal control processes that uphold the integrity of our ESG disclosures, including but not limited to sustainability reporting. Controls for ESG-related risks are assessed and integrated into the internal controls system (ICS), in alignment with strategic, regulatory, reporting, and operational ESG objectives.

Our risk management and internal controls system aim to cover all major processes relevant to sustainability reporting. Risk management is integrated at both entity and process levels, ensuring that risks are identified, assessed, and mitigated through documented controls. Management is responsible for implementing and operating the internal controls system. The Global Internal Controls function provides monitoring, testing, and advisory support to drive continuous improvement, with regular reporting to the Audit Committee and management bodies on overall internal control effectiveness. ESG-specific reporting will be phased in starting 2026.

ESG risk management and internal control processes are guided by the following key considerations and inputs, which inform prioritization and continuous improvement.

• External reporting integrity: Safeguarding the accuracy and reliability of disclosed ESG data, with emphasis on quantitative metrics and steering KPIs.

• Regulatory compliance: Supporting adherence to applicable ESG-relevant local, national, and international ESG regulations and standards.

• Internal and external audits: Incorporating audit insights to identify ESG-related risks, deviations, and necessary corrective actions.

• Enterprise risk management: Considering and aligning with ESG-related risks and opportunities, including risk mitigation measures, as identified in the enterprise risk and opportunity assessment. see Risk and Opportunity Report

• Stakeholder engagement: Considering the expectations and concerns of our key stakeholders, including investors, wholesale customers, consumers, employees, and the adidas community.

Internal control processes include the following key components:

• Risk identification and assessment: Identifying potential risks within the key processes and assessing their impact and likelihood using our internally aligned assurance risk rating methodology. Risks considered include data integrity and completeness, accuracy of estimations and assumptions, availability and timeliness of data, errors or fraud, process and system integrity, regulatory compliance, inadequate management oversight, and failure to meet ESG strategic or operational objectives. These risks are assessed and prioritized based on their potential impact and likelihood, ensuring that our internal controls system is designed to address the most material risks to the reliability and compliance of our ESG disclosures.

• Control identification and assessment: Determining whether the designed controls meet the process objectives and are effective in preventing or detecting the risks (e.g., errors or fraud that could lead to material misstatements in reporting disclosures). Where control gaps are identified, we continuously evaluate and implement additional or enhanced controls as needed.

• Monitoring and testing: Controls are subject to regular monitoring and testing procedures, with responsibilities assigned to relevant functions and formalized in the internal controls system.

• Communication and reporting: Integrating all ESG-relevant risks and control testing results into existing reports for the Audit Committee of the Supervisory Board and management bodies, ensuring that both high-risk deviations and other findings are addressed and periodically reported. The process includes regular review and integration of findings into relevant functions and processes.

• Continuous improvement: Enhancing the quality and effectiveness of controls during planned revision cycles by re-evaluating regulatory requirements, capabilities, and processes.

Looking ahead, the internal controls system will continue to evolve throughout the ESG journey over the next few years, with the following priorities:

• Highlight risks and control gaps: Continue to assess and highlight risks and control gaps within key processes, data, and systems to support ongoing enhancement of our ESG internal controls environment.

• Expand the scope: Implement a phase-in approach to integrating ESG into the internal controls system and expand efforts to cover key business processes and regulations in line with our evolving ‘ICS over ESG priorities & roadmap.’

• Optimize processes: Refine and optimize our risk management and internal control processes to achieve greater efficiency and efficacy.

Since 2024, the ESG Compliance Framework project, an internal initiative, has translated identified gaps into capability and process requirements to advance ESG compliance and reporting in the coming years. To achieve this, investments have been made in capabilities that mitigate prioritized risks and address gaps in processes, systems, and data.

In 2025, the ‘ICS over ESG priorities & roadmap’ was defined to support the achievement of ESG strategic, regulatory, reporting and operational objectives. This was developed in alignment with the ESG Compliance Framework project, among other inputs as described above. For new or evolving processes within prioritized areas, advisory support is provided during the design and build phases to ensure risks are adequately mitigated from the outset. For sufficiently mature processes, process walkthroughs were conducted to evaluate whether the key risks are adequately mitigated by the implemented controls.

The assessed controls are then integrated into the internal controls system and may be subject to regular independent monitoring or testing to evaluate their effectiveness, depending on risk assessment outcomes and business priorities. From 2026, ESG-specific internal control testing results will be integrated into this annual reporting to the Audit Committee of the Supervisory Board and management bodies, providing insights into the design and operational effectiveness of ESG-related controls, as well as a comprehensive overview of all identified findings.

1 Diversity is understood in the broadest sense, including age, gender, cultural origin, nationality, educational background, professional qualifications, and experience

2 More detailed information on the Supervisory Board members can be found in the competency profile tables below.

3 CO₂ equivalent emissions allocated to an average adidas product. Calculated by dividing total emissions of Scope 1, 2, and 3 (without use phase) in kg CO₂e by the total number of products manufactured with regard to season Spring/Summer and season Fall/Winter. The internationally most recognized standards such as the GHG Protocol (Greenhouse Gas Protocol), SBTi (Science Based Targets initiative), and PEFCR (Product Environmental Footprint Category Rules Guidance) are applied for the calculation. This non-financial performance criterion is part of the combined non-financial statement, which is subject to an audit by an external auditor.

4 Global percentage of women in leadership positions at Director level or higher.