Adidas : Invitation 2024 including Agenda

I N V I T A T I O N

TO THE ANNUAL

GENERAL MEETING

MAY 16, 2024

ANNUAL GENERAL MEETING 2024

WE ARE HEREWITH INVITING

OUR SHAREHOLDERS TO THE

ANNUAL

GENERAL MEETING

WHICH TAKES PLACE ON THURSDAY,

MAY 16, 2024, 10:00 A.M.CEST

(ENTRANCE FROM 09:00 A.M.)

IN THE STADTHALLE FÜRTH, ROSENSTRASSE 50, 90762 FÜRTH, GERMANY.

ADIDAS AG

HERZOGENAURACH

ISIN: DE000A1EWWW0

A N N U A L G E N E R A L M E E T I N G 2 0 2 4

CONTENT

I.

AGENDA

[1]	3Presentation of the adopted annual financial statements of adidas AG and the approved consolidated
	financial statements, the combined Management Report of adidas AG and the adidas Group as of
	December 31, 2023, the proposal of the Executive Board on the appropriation of retained earnings
	as well as the Supervisory Board Report for the 2023 financial year			6
[2]	Resolution on the appropriation of retained earnings	3		6
[3]	Resolution on the ratification of the actions of the Executive Board for the 2023 financial year 3	6
[4]	Resolution on the ratification of the actions of the Supervisory Board for the 2023 financial year	7
[5]	Resolution on the approval of the Compensation Report	3			7
[6]	Resolution on the approval of the compensation system for the members of the Executive Board	7
[7]	Supervisory Board elections	3			8
[8]	Resolution on the appointment of the auditor and Group auditor for the 2024 financial
	year as well as of the auditor for a possible audit review of the half year financial report
	for the 2024 financial year			10

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ANNUAL GENERAL MEETING 2024

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II.
INFORMATION ON AGENDA ITEM 5	11
Compensation Report for the 2023 financial year pursuant to § 162 AktG		11
III.
INFORMATION ON AGENDA ITEM 6	51
Description of the compensation system for the members of the Executive Board		51
IV.
INFORMATION ON AGENDA ITEM 7	71
Curricula Vitae of the candidates proposed for election to the Supervisory Board
and qualification matrix		71
V.
FURTHER INFORMATION AND DETAILS	81
Preconditions for participation in the Annual General Meeting and for exercising shareholder rights	81
Personal attendance of shareholders or representatives		81
Online transmission of the Annual General Meeting			81
Disposal of shares and changes to the entries in the share register		81
Voting by electronic postal vote			82
Proxy voting procedure and instructions to the proxies appointed by the Company		82
Common provisions for voting by means of electronic postal vote as well as for the proxy
voting procedure and giving instructions to the proxies appointed by the Company			83
Granting power of representation to third parties			83
Supplementary items for the Agenda (pursuant to § 122 section 2 AktG)		84
Countermotions and nominations or appointment proposals
(pursuant to §§ 126 section 1, 127 AktG)		84

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ANNUAL GENERAL MEETING 2024

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Right to information (pursuant to § 131 section 1 AktG)		85
Further explanations			86
Documents pertaining to the Annual General Meeting;
publications on the Company's website		86
Participation of the Executive Board and Supervisory Board members
in the Annual General Meeting		86
Total number of shares and voting rights		86
VI.
PRIVACY NOTICE	87

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ANNUAL GENERAL MEETING 2024

C O N T E N T

1. AGENDA

1. Presentation of the adopted annual financial statements of adidas AG and the approved consolidated financial statements, the combined Management Report of adidas AG and the adidas Group as of December 31, 2023, the proposal of the Executive Board on the appropriation of retained earnings as well as the Supervisory Board Report for the 2023 financial year

The aforementioned documents also comprise the Explanatory Report of the Executive Board on the disclosures pursuant to §§ 289a, 315a German Commercial Code (Handelsgesetzbuch - HGB) as well as the Declaration on Corporate Governance for the 2023 financial year; they are accessible on the Company's website at www.adidas-group.com/agm. The reports are also available during the Annual General Meeting.

The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Executive Board; the annual financial statements have thus been adopted in accordance with § 172 sentence 1 German Stock Corporation Act (Aktiengesetz - AktG). Therefore, in accordance with statutory provisions, the Annual General Meeting does not have to pass a resolution on Agenda Item 1.

1. Resolution on the appropriation of retained earnings

The Executive Board and the Supervisory Board propose to resolve upon the appropriation of retained earnings amounting to EUR 410,977,854.18 which were reported in the adopted annual financial statements of adidas AG as per December 31, 2023, as follows:

Payment of a dividend in the amount of EUR 0.70 per no-par-value share on the dividend-entitled nominal capital, i.e. EUR 124,984,358.80 as total dividend and carrying forward the remaining amount of EUR 285,993,495.38 to new account. Pursuant to § 58 section 4 sentence 2 AktG, the entitlement to payment of the dividend will become due on May 22, 2024.

Total dividend

Carried forward to new account

Retained earnings

EUR 124,984,358.80

EUR 285,993,495.38

EUR 410,977,854.18

The proposal on the appropriation of retained earnings takes into account that the 1,450,916 treasury shares held by the Company at the time of preparing the annual financial statements are not entitled to dividend payment in accordance with § 71b AktG. If the number of treasury shares decreases or increases until the Annual General Meeting, the Executive Board and the Supervisory Board will present to the Annual General Meeting a correspondingly adjusted resolution proposal on the appropriation of retained earnings which will include an unchanged dividend of EUR 0.70 per no-par-value share on the dividend-entitled nominal capital and correspondingly adjusted figures of the total dividend and the income carried forward.

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ANNUAL GENERAL MEETING 2024

C O N T E N T

1. Resolution on the ratification of the actions of the Executive Board for the 2023 financial year

The Executive Board and the Supervisory Board propose to ratify the actions of the Executive Board members in office in the 2023 financial year for this period.

1. Resolution on the ratification of the actions of the Supervisory Board for the 2023 financial year

The Executive Board and the Supervisory Board propose to ratify the actions of the Supervisory Board members in office in the 2023 financial year for this period.

1. Resolution on the approval of the Compensation Report

In accordance with § 162 AktG, the Executive Board and the Supervisory Board prepared a report on the compensation granted and due to each individual current and former member of the Executive Board and the Supervisory Board which is submitted to the Annual General Meeting pursuant to § 120a section 4 AktG.

The Compensation Report for the 2023 financial year ('adidas Compensation Report 2023') set out following the Agenda under 'II. Information on Agenda Item 5' and also available on the Company's website under www.adidas-group.com/agm from the day of convocation of the Annual General Meeting was audited by the auditor in accordance with § 162 section 3 AktG to examine compliance with the disclosure requirements stipulated in § 162 sections 1 and 2 AktG. The auditor's opinion on the audit of the Compensation Report is attached to the latter.

The Executive Board and the Supervisory Board propose to resolve as follows:

The adidas Compensation Report 2023 is approved.

1. Resolution on the approval of the compensation system for the members of the Executive Board

In accordance with § 120a section 1 AktG, the Annual General Meeting of a public company resolves upon the approval of the compensation system for the members of the Executive Board as presented by the Supervisory Board whenever there is a substantial modification, but no later than every four years. The most recent resolution of the Annual General Meeting of adidas AG in this regard was passed at the Annual General Meeting on May 12, 2021. Taking into account the provisions of § 87a section 1 AktG and based on a comprehensive assessment of the appropriateness of the existing compensation system's structure, the Supervisory Board resolved changes to the compensation system for the members of the Executive Board effective January 1, 2024, following its General Committee's recommendation.

The changed compensation system set out following the Agenda under 'III. Information on Agenda Item 6', which is also available on the Company's website under www.adidas-group.com/agm from the day of convocation of the Annual General Meeting, is submitted to the Annual General Meeting for approval.

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ANNUAL GENERAL MEETING 2024

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The Supervisory Board proposes to resolve as follows:

The compensation system for the members of the Executive Board resolved by the Supervisory Board with effect from January 1, 2024, is approved.

1. Supervisory Board elections

At the end of the Annual General Meeting on May 16, 2024, the terms of office of all Supervisory Board members will expire. Therefore, an election of the shareholder representatives by the Annual General Meeting is required.

The employee representatives on the Supervisory Board of adidas AG, whose terms of office will start at the end of the Annual General Meeting on May 16, 2024, are elected by the employees of adidas AG in April 2024 in accordance with the provisions of the German Co-Determination Act (Gesetz über die Mitbestimmung der Arbeitnehmer - 'MitbestG') for a term of office until the end of the Annual General Meeting resolving upon the ratification of actions for the 2028 financial year.

In accordance with § 9 section 1 of the Articles of Association in conjunction with §§ 96 sections 1 and 2, 101 section 1 AktG and § 7 section 1 sentence 2 in conjunction with § 7 section 1 sentence 1 number 2 MitbestG, the Supervisory Board of adidas AG is composed of eight members to be elected by the shareholders and eight members to be elected by the employees and consists of at least 30% women and 30% men. As the shareholder representatives and the employee representatives objected to an overall fulfillment of the above-mentioned quota pursuant to § 96 section 2 sentence 3 AktG, the minimum quota must be fulfilled separately by the shareholder representatives and the employee representatives, with the numbers of male and female members rounded up or down to full numbers (§ 96 section 2 sentences 3 and 4 AktG). Thus, the Supervisory Board of adidas AG must be composed of at least two women and two men on the side of the shareholder representatives and at least two women and two men on the side of the employee representatives. The Supervisory Board proposes to elect two women and six men. The minimum quota pursuant to § 96 section 2 AktG would thus be fulfilled on the side of the shareholder representatives.

The election proposals of the Supervisory Board are based on the recommendation of its Nomination Committee; they take into account the objectives for the Supervisory Board's composition resolved by the Supervisory Board in accordance with section C.1 of the German Corporate Governance Code (Code) and are aimed at fulfilling the profile of skills and expertise (competency profile) for the full Supervisory Board developed by the Supervisory Board. The objectives and the competency profile were most recently reviewed and updated by the Supervisory Board in December 2023 and are available on the Company's website under www.adidas-group.com/s/bodies. The status of their implementation is published in the form of a qualification and diversity matrix in the Declaration on Corporate Governance which is accessible on the Company's website under www.adidas-group.com/agm.

In the Supervisory Board's assessment, none of the proposed candidates has personal or business relations with the Company, its Group companies or organs of the Company which an objective shareholder would consider decisive for their voting decision (section C.13 Code). The Company is not aware of shareholders with a material interest in the Company, with which the proposed candidates could have personal or business relations. In the Supervisory Board's assessment, if they are elected, all of the proposed candidates are independent within the meaning of the German Corporate Governance Code. Moreover, the Supervisory Board has ascertained that each candidate proposed has sufficient time to perform their mandates.

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ANNUAL GENERAL MEETING 2024

C O N T E N T

The candidates proposed for election in the following are to be elected, in principle, for a maximum term of office of four years. However, in order to strengthen the shareholders' voting rights, to fulfill the demands of today's corporate governance, and to be able to react flexibly to changing competency requirements, the tenure for some of the candidates listed below should not be the newly proposed maximum term of office of four years. The candidates are to be elected for a term of office of one year and of two, three or four years. This also allows for the gradual formation of a staggered board in the future. This new maximum term of office and the formation of a staggered board is making use of the option stipulated in the Articles of Association of adidas AG to appoint Supervisory Board members for a shorter tenure than the regular term of office of five years (§ 9 section 2 of the Articles of Association).

It is intended to carry out the election of the candidates by individual voting.

The proposed candidates' curricula vitae including a qualification matrix with information on the candidates are set out under 'IV. Information on Agenda Item 7' of this invitation and will be available on the Company's website at www.adidas-group.com/agm from the day of convocation of the Annual General Meeting.

The Supervisory Board proposes that the Annual General Meeting elect to the Supervisory Board

the current members

1. Ian Gallienne, Gerpinnes, Belgium, Chief Executive Officer, Groupe Bruxelles Lambert
2. Jackie Joyner-Kersee, Ballwin, USA, CEO, Jackie Joyner-Kersee Foundation
3. Christian Klein, Mühlhausen, Germany, Chief Executive Officer, SAP SE
4. Thomas Rabe, Berlin, Germany, Chairman and Chief Executive Officer, Bertelsmann Management SE
5. Nassef Sawiris, London, United Kingdom, Executive Chairman, OCI N.V.
6. Bodo Uebber, Munich, Germany, Independent Management Consultant
7. Jing Ulrich, Stamford, USA, Managing Director and Vice Chairman, Investment Banking, JPMorgan Chase & Co.

and as a new member for the first time

1. Oliver Mintzlaff, Bonn, Germany, CEO Corporate Projects & Investments, Red Bull GmbH, Fuschl am See, Austria.

Mr. Thomas Rabe is to be elected for the period until the end of the Annual General Meeting resolving upon the ratification of the Supervisory Board's actions for the 2024 financial year. If he is elected by the Annual General Meeting, Mr. Rabe will be proposed as Chairman of the Supervisory Board. The reappointment of Mr. Rabe for a term of office of one year will serve the purpose of ensuring a smooth handover of the chairmanship of the Supervisory Board.

Mr. Ian Gallienne and Mr. Nassef Sawiris are to be elected for the period until the end of the Annual General Meeting resolving upon the ratification of the Supervisory Board's actions for the 2025 financial year. Mr. Bodo Uebber and Ms. Jing Ulrich are to be elected for the period until the end of the Annual General Meeting resolving upon the ratification of the Supervisory Board's actions for the 2026 financial year, and Ms. Jackie Joyner-Kersee, Mr. Christian Klein as well as Mr. Oliver Mintzlaff are to be elected for the period until the end of the Annual General Meeting resolving upon the ratification of the Supervisory Board's actions for the 2027 financial year.

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ANNUAL GENERAL MEETING 2024

C O N T E N T

1. Resolution on the appointment of the auditor and Group auditor for the 2024 financial year as well as of the auditor for a possible audit review of the half year financial report for the 2024 financial year

Based on the recommendation of the Supervisory Board's Audit Committee, the Supervisory Board proposes to resolve as follows:

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Germany, shall be appointed as auditor and Group auditor for the 2024 financial year and as auditor for a possible audit review of the half year financial report for the 2024 financial year.

The Audit Committee declared that its recommendation is free from influence by a third party in accordance with Article 16 section 2 subsection 3 of the EU Audit Regulation (Regulation (EU) No. 537/2014 of April 16, 2014) and that no clause within the meaning of Article 16 section 6 of the EU Audit Regulation has been imposed upon it.

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