Dear shareholders,

2023 was a transition year for adidas. With Bjørn Gulden as adidas' new Chief Executive Officer, we paved the way for a successful restart. The overall business environment continued to be characterized by geopolitical tensions, macroeconomic challenges, and elevated inventory levels. Against this backdrop, the Company performed significantly better than initially expected as it put the focus back on its core: people, product, consumers, close partnerships with our retail partners, and athletes. This started to pay off as brand momentum began to re-accelerate driven by the Terrace trend in Lifestyle and game-changing innovation in Performance. The Company improved the relationship with its retailers and invested into broadening its portfolio of sports partners. In addition, adidas significantly reduced high inventory levels by limiting the sell-in into the wholesale channel and systematically clearing excess stock. Furthermore, adidas was able to conduct two drops of the remaining Yeezy products. In this way, the write-off and destruction of the products could be avoided, and the Company donated a triple-digit million amount.

As a result, despite the challenging market environment, adidas was able to upgrade its full year guidance twice in the course of 2023 and ultimately posted top- and bottom-line results significantly above the increased expectations. This reflects the operating and financial progress made throughout the year, which builds the foundation to be a better company in 2024, be a good company in 2025, and then be a good and profitable company in 2026. Therefore, I am confident that, under Bjørn Gulden's leadership, the Executive Board will lead adidas back to its old strength: a company where people enjoy working, which considers retailers as strong partners, and whose products are popular with consumers. If we manage to achieve this, we will once again be a company with double-digit growth and a double-digit operating margin.

One of the foundations for corporate success is good corporate governance. We have continued the dialog with our shareholders on corporate governance matters during the past twelve months and discussed, among other things, the upcoming Supervisory Board elections at the Annual General Meeting, our new compensation system to be presented for approval to the Annual General Meeting, and further governance matters. This dialog and our shareholders' feedback are extremely important to me, especially in view of the transition which adidas is currently undergoing to become a successful, profitable company again. Therefore, prior to our Annual General Meeting on May 16, 2024, I would like to outline for you a few corporate governance matters which are particularly close to my heart.

Supervisory Board elections

As part of the Annual General Meeting on May 16, 2024, the eight shareholder representatives on the Supervisory Board have to be elected.

More details in this regard are available in the invitation to the Annual General Meeting and in the information document on the Supervisory Board elections. Both documents are available on our website at www.adidas-group.com/agm.

When selecting the candidates, we used as orientation the objectives of the Supervisory Board regarding its composition, taking into account the competency profile and the qualification matrix determined therein, the statutory provisions, the recommendations of the German Corporate Governance Code ('Code'), and investor expectations. Furthermore, we propose that the candidates be elected by the Annual General Meeting for a maximum term of office of generally four years in line with investor expectations. Moreover, in order to strengthen shareholders' voting rights and possibilities to exert influence, meet the demands of modern corporate governance, and be able to react flexibly to changing competency requirements, it is proposed to allow for the formation of a 'staggered board' in the future. This means that the term of office of some of the candidates standing for election should not be the newly proposed maximum term of four years. Rather, the candidates are to be elected for a term of office of one year and two, three or four years.

For the Supervisory Board, continuity and stability are key in view of the transition phase at adidas, which was also accompanied by several changes on the Executive Board, especially the change of the Chief Executive Officer. Therefore, in accordance with the recommendations of its Nomination Committee, the Supervisory Board proposes for election the current members Thomas Rabe (until 2025), Ian Gallienne (until 2026), Nassef Sawiris (until 2026), Bodo Uebber (until 2027), Jing Ulrich (until 2027), Jackie Joyner-Kersee (until 2028), Christian Klein (until 2028), and as a new member for the first time Oliver Mintzlaff (until 2028).

I am firmly convinced that the candidates have the experience, skills, and expertise as well as the personal qualifications required to successfully perform the tasks of a Supervisory Board member at adidas. With Oliver Mintzlaff, CEO Corporate Projects & Investments of Red Bull GmbH, we propose a new Supervisory Board member with experience in the sporting goods industry and in marketing, allowing us to further strengthen the competencies of the Supervisory Board for advising and supervising the Executive Board.

During the selection process, we also observed, in particular, our stringent requirements for the Supervisory Board's independence. In the Supervisory Board's assessment, if they are elected, all proposed candidates are independent within the meaning of the Code.

2

Finally, the Supervisory Board candidates' availability was a key selection criterion, also in view of the number of existing memberships in other supervisory boards. Allow me to point out the following in this respect: The succession planning for the Supervisory Board as a whole and for myself as Chairman of the Supervisory Board are paramount for me. I have been a member of the Supervisory Board since 2019 and Chairman since 2020. Since my election in 2019, I have participated in all ordinary and extraordinary Supervisory Board meetings. In the periods between meetings, I am in a constant exchange with Bjørn Gulden and the other Executive Board members. I have sufficient time to actively fulfill my role as Chairman of the Supervisory Board, which was evident during the challenging times of the Covid-19 pandemic and especially also during the difficult year 2022, that was characterized by geopolitical tensions, the termination of the Yeezy partnership, and the CEO transition. The Supervisory Board managed to appoint Bjørn Gulden, the ideal Chief Executive Officer for adidas, within a very short period of time. Moreover, I have long-standing experience in governance matters and have chaired supervisory boards in large public listed companies for more than 12 years. I am convinced that the experience and knowledge gained from my role as an active member of the management board of a large international company are valuable, especially in view of the transition phase which adidas is currently undergoing. At the same time, I am aware that my current role as Chief Executive Officer of a public listed company and my role as Chairman of the Supervisory Board of adidas AG are, in part, viewed critically with regard to overboarding concerns. This, too, has been discussed in our many conversations with our investors. We take the feedback received very seriously and have thus decided, in principle, that the Chairman of the Supervisory Board of adidas should not be the Chief Executive Officer of a public listed company at the same time.

As a Company, we are currently undergoing an important phase of change. Therefore, in view of a personnel change in the Supervisory Board Chair, an orderly handover to a successor is of utmost importance. I have also discussed this at length with our Chief Executive Officer Bjørn Gulden, for whom stability and continuity in the position of the Chairman of the Supervisory Board are very important in this critical phase for adidas and in view of the current positive momentum on the way to becoming a successful and profitable company. Therefore, I would like to be available to the Supervisory Board as Chairman for another year to accompany Bjørn Gulden and the Executive Board in this important phase for adidas and to ensure a smooth handover to a new Supervisory Board Chair. In view of the above and in the interest of the Company, I would like to ask you to place your trust in me as a member and Chairman of the Supervisory Board for another year, until the end of the 2025 Annual General Meeting.

After ten years on the Supervisory Board, our current Supervisory Board member Katrin Menges will not stand for election again. At the same time, it is extremely important for the Supervisory Board to increase the percentage of female members on the Supervisory Board. Therefore, within the possibilities arising with the introduction of the staggered board, we will prioritize female candidates at the Supervisory Board elections next year and beyond.

3

Compensation 2023

Last year, our Compensation Report was approved by the Annual General Meeting of May 11, 2023, with a majority of 67.90% (2022 Annual General Meeting: 91.79%). Based on the feedback received, the strongly declined approval rate is particularly due to the severance payment made to Kasper Rorsted in connection with the termination of his Executive Board mandate. As was outlined in our many conversations, this severance payment took the legal requirements into account and was in line with market practice in Germany, the requirements of the Code, and the underlying compensation system of adidas AG. As regards the structure and transparency of the compensation system for the 2022 financial year, we received positive feedback.

As regards the Executive Board compensation 2023, the target setting was consistently geared toward the changed strategic focus, i.e. generating incremental sales growth and increasing absolute operating profit, by the Supervisory Board to ensure adequate incentives and was furthermore in line with the annual guidance externally communicated. The previously mentioned better-than-expected development in the 2023 financial year is reflected in the target achievement of the variable performance-related compensation for the 2023 financial year: the targets set were slightly exceeded both for the short-term and the long-term variable compensation.

Furthermore, at the start of 2023, the compensation of the Chief Financial Officer Harm Ohlmeyer was adjusted due to the extension of his appointment by another three years until early 2028, the assumption of the role of Labor Director in addition to his other responsibilities, and, most recently, the additional responsibility for the area of 'Non-trade Procurement'.

For details on the Executive Board compensation, please refer to the Compensation Report available on our website at www.adidas-group.com/agm.

Revision of the compensation system and outlook on the compensation for 2024

Due to the strategic redirection and based on the feedback from the continuous dialog with our investors on our compensation system, the Supervisory Board dealt intensively with the structure of the compensation system for the Executive Board and subjected it to a thorough review in the 2023 financial year. On this basis, the Supervisory Board resolved a new compensation system for the Executive Board effective from the 2024 financial year.

It was the Supervisory Board's declared goal to embed the promotion of the implementation of the strategic redirection in the compensation system and to achieve a strong Pay-for- Performance approach, a long-term orientation, as well as a strong focus on shareholders' and other stakeholders' interests. It was important to us to design the compensation system in such a way that it is intuitive and clearly comprehensible and that the performance criteria are disclosed in a transparent manner. Finally, we focused on a high level of consistency with the compensation system of the senior management and a further development of the market- standard elements of a compensation system for the Executive Board.

4

Let me highlight the main changes of the new compensation system:

  • slight adjustment of the weighting of the variable compensation components
  • slight revision of the Performance Bonus:
    • increase of the weighting of the financial performance criteria to a total of 80% and a corresponding reduction of the weighting of the individual, non-financial or ESG criteria to a total of 20%
  • comprehensive revision of the Long-Term Incentive Plan ('LTIP'):
    • implementation of a Performance Share Plan reflecting the share price and dividend performance
    • extension of the performance period to three years and overall term of the LTIP of four years
    • adjustment of the financial performance criteria and their weighting (weighting of 80% overall) and the ESG targets (weighting of 20% overall)
    • implementation of a Total Shareholder Return as relative criterion
  • reduction of the pension allowance from 50% to 30% of the fixed compensation

The complete overview of the compensation system to be submitted for approval is available at www.adidas-group.com/agm.

At the start of the 2024 financial year, the Supervisory Board determined targets for the performance-related variable compensation components based on the new compensation system - details in this regard are available in the outlook for 2024 in the Compensation Report for the 2023 financial year. In adidas' current transition phase to become a successful and profitable company again, the Supervisory Board considered it important that the financial targets should be focused on absolute operating profit both for the short-term and long-term variable compensation. In this way, short- and mid-term incentives for continuous improvement of the operating business can be created to return to a double-digit operating margin.

Sustainability

Sustainability has already been a key part of adidas' business model for more than two decades. adidas is on the right track to moving to a consumer-facing and sustainable article range, establishing a circular service offering, and working toward achieving climate neutrality across the entire value chain. Our ambition that 90% of our articles should be made - to a significant degree - with environmentally preferred materials by 2025 was integrated into our Executive Board compensation until 2023. In the 2023 financial year, we slightly exceeded our target of at least 78%. In future, a new sustainability target will be determined for the Executive Board compensation: reduction of CO2 intensity per product. This is to create the incentives required to

5

achieve our targets for the reduction of greenhouse gas emissions (-9% CO2e intensity reduction compared to 2022 across the entire value chain, with scope 1, 2, and 3 emissions) and promote our ambition to reach climate neutrality by 2050. Our previous sustainability target remains a driver for the CO2e intensity reduction.

Diversity, equity, and inclusion

Cultivating a corporate culture of diversity, equity, and inclusion is one of the priorities of adidas and is ingrained in our people strategy. The Supervisory Board supports the necessary transformation processes and regularly discussed with the Executive Board the implementation of the people strategy and the measures taken to foster and accelerate diversity, equity, and inclusion. As regards the increase in the percentage of women in leadership positions, we again made progress, with 39.6% on a global scale at the end of 2023 (in 2022: 39.0%). For the first time, we have integrated a diversity target into our Executive Board compensation: the percentage of female managers in line with our target to increase the global percentage of women in leadership positions to 50% by 2033. More details on diversity, equity, and inclusion at adidas are available on our website at www.adidas-group.com/s/diversity-equity-and-inclusion.

By way of conclusion, I would like to emphasize that good corporate governance is a continuous process. Therefore, I would like to thank everyone who entered into dialog with us and shared their views with us. I am looking forward to continuing this lively exchange in this important financial year for adidas, especially in view of the further succession planning for the Supervisory Board. Thank you for your support.

Thomas Rabe

Chairman of the Supervisory Board

6

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

adidas AG published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 07:27:04 UTC.