Election of the Supervisory Board of adidas AG

Selection process

In preparation for the election of the shareholder representatives to the Supervisory Board at the Annual General Meeting of adidas AG on May 16, 2024, suitable candidates for the election of the shareholder representatives were selected by the Supervisory Board in the process described below.

In three meetings and during further deliberations, the Nomination Committee of the Supervisory Board of adidas AG dealt with the underlying criteria and the selection of suitable candidates for their proposal to the Supervisory Board.

First, selection criteria for the candidates were defined in the form of a qualification profile. The selection criteria were based on the objectives of the Supervisory Board regarding its composition which were last updated by the Supervisory Board in December 2022, considering the competency profile and the qualification matrix determined therein, as well as the statutory provisions, the recommendations of the German Corporate Governance Code (Code), and investor expectations. For one thing, these selection criteria comprise the knowledge, skills, and professional experience required to properly perform the tasks of a supervisory board member in a capital market-oriented, international company in the sporting goods industry. For another, they take into account, in particular, requirements relating to independence, international expertise, availability, and the number of memberships in other supervisory boards of Supervisory Board candidates, as well as the minimum quota of female and male Supervisory Board candidates pursuant to § 96 section 2 German Stock Corporation Act (Aktiengesetzt - AktG).

External personnel consultants supported the Nomination Committee in selecting potential candidates. Based on the qualification profile, the committee members thoroughly discussed the proposals prepared by the personnel consultants and had extensive personal interviews with selected candidates. Subsequently, the professional and personal qualifications, as well as the other defined selection criteria were compared with the qualification profile.

Furthermore, the Nomination Committee discussed the general succession planning for the Supervisory Board, in particular also with regard to the position of the Chairman of the Supervisory Board, and especially considered the expectations and requirements of investors.

Ultimately, the Nomination Committee recommended that the Supervisory Board propose the election of the candidates by the Annual General Meeting for a maximum term of office of generally four years. Moreover, in order to strengthen shareholders' voting rights, meet the demands of today's corporate governance, and be able to react flexibly to changing competency requirements, it was proposed to allow for the gradual 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, some candidates are to be elected for a term of office of one year and two, three or four years.

Therefore, in accordance with the recommendations of its Nomination Committee and after discussing and resolving upon the recommendations at its meeting on March 12, 2024, the Supervisory Board proposes that the Annual General Meeting elect the current members

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  • 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).

This candidate proposal meets the requirements of the qualification profile, particularly also in view of fulfilling the competency profile and the qualification matrix. In the Supervisory Board's assessment, if they are elected, all proposed candidates are independent within the meaning of the Code.

Thomas Rabe is to be elected for one year, i.e. 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 appointment of Mr. Rabe for a term of office of only one year will serve the purpose of ensuring an orderly handover of the chairmanship of the Supervisory Board.

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Curricula Vitae of the candidates proposed for election to the Supervisory Board and qualification matrix

Ian Gallienne

Chief Executive Officer,

Groupe Bruxelles Lambert, Brussels, Belgium

Personal data:

Date and place of birth: January 23, 1971 in Boulogne-Billancourt, France

Nationality:

French

Education:

Studies at the INSEAD, Fontainebleau, France, Master of Business

Administration

E.S.D.E., Paris, France, Bachelor of Arts in Business Administration,

Major in Finance

Supervisory Board

member since:

2016; Deputy Chairman of the Supervisory Board since 2020

Career and material activities:

since 2019

Chief Executive Officer, Groupe Bruxelles Lambert

since 2013

Director, SGS SA

since 2012

Director, Pernod Ricard SA

2019

- 2023

Chairman of the Supervisory Board, Marnix French ParentCo SAS (Webhelp Group)

2012

- 2019

Co-Chief Executive Officer, Groupe Bruxelles Lambert

2005

- 2012

Founder/CEO, Ergon Capital Partners

1998

- 2005

Director, Rhône Capital LLC

1995

- 1997

Investment Manager, Synactic

1992

- 1994

Co-Founder, Loco Pins S.L.

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Mandates within the Groupe Bruxelles Lambert or in entities under common control with the Groupe Bruxelles Lambert

  • Member of the Board of Directors, Imerys SA, Paris, France
  • Member of the Board of Directors, Sienna Investment Managers SA, Strassen, Luxembourg
  • Member of the Board of Directors, Compagnie Nationale à Portefeuille SA, Loverval, Belgium
  • Member of the Board of Directors, Château Cheval Blanc, Société Civile, Saint Emilion, France
  • Member of the Board of Directors, Financière De La Sambre, Loverval, Belgium
  • Member of the Board of Directors, Carpar SA, Loverval, Belgium

Membership in other statutory supervisory boards in Germany

None

Membership in comparable domestic and foreign controlling bodies of commercial enterprises

  • Member of the Board of Directors, Pernod Ricard SA, Paris, France
  • Member of the Board of Directors, SGS SA, Geneva, Switzerland

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Jackie Joyner-Kersee

CEO, Jackie Joyner-Kersee Foundation and motivational speaker,

East St. Louis, USA

Personal data:

Date and place of birth:

March 3, 1962 in East St. Louis, Illinois, USA

Nationality:

US American

Education:

Bachelor in History, University of California, Los Angeles, USA

Supervisory Board

member since:

2021

Career and material activities:

2007

Founding member of the non-profit organization 'Athletes for Hope'

2000

Opened the Jackie Joyner-Kersee Center

1998 Goodwill Game

Gold medal in heptathlon

1996 Summer Olympics

Bronze medal in long jump

1993 World Championships

Gold medal in heptathlon

1992 Summer Olympics

Gold medal in heptathlon and bronze medal in long jump

1991 World Championships

Gold medal in long jump

1990 Goodwill Games

Gold medal in heptathlon

1988

Establishment of the 'Jackie Joyner-Kersee Foundation'

1988 Summer Olympics

Gold medal in heptathlon and long jump

1987 Pan American Games

Gold medal in long jump - tied the world record

1987 World Championships

Gold medal in heptathlon and long jump

1986 Goodwill Games

Gold medal in heptathlon and first woman to score over 7,000 points in

a heptathlon event

1984 Summer Olympics

Silver medal in heptathlon and fifth place in long jump

Membership in other statutory supervisory boards in Germany

None

Membership in comparable domestic and foreign controlling bodies of commercial enterprises

None

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Christian Klein

Chief Executive Officer (CEO), SAP SE, Walldorf, Germany

Personal data:

Date and place of birth:

May 4, 1980 in Heidelberg, Germany

Nationality:

German

Education:

Diploma in International Business Administration, Baden-Wuerttemberg

Cooperative State University, Mannheim, Germany,

Supervisory Board

member since:

2020

Career and material activities:

since 04/2020

Chief Executive Officer (CEO), SAP SE, Walldorf, Germany

10/2019 - 04/2020

Co-Chief Executive Officer (Co-CEO), SAP SE, Walldorf, Germany

since 01/2018

Chief Operating Officer and member of the Executive Board, SAP SE, Walldorf,

Germany

04/2016 - 12/2017

Chief Operating Officer and Chief Controlling Officer, SAP SE, Walldorf, Germany

07/2015 - 03/2016

Chief Controlling Officer, Head of Global Controlling, SAP SE, Walldorf, Germany

08/2013 - 07/2015

Head of SAP Corporate Controlling, SAP SE, Walldorf, Germany

03/2012 - 08/2013

CFO SAP Cloud, SAP SuccessFactors, San Francisco, USA

Membership in other statutory supervisory boards in Germany

None

Membership in comparable domestic and foreign controlling bodies of commercial enterprises

None

Mr. Klein fulfills the requirements of § 100 section 5 half-sentence 1 AktG regarding expertise in the fields of accounting and auditing.

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Thomas Rabe

Chairman and Chief Executive Officer, Bertelsmann Management SE, Gütersloh, Germany

Personal data:

Date and place of birth:

Nationality:

Education:

Supervisory Board member since:

August 6, 1965 in Luxembourg, Luxembourg

German

Doctor of Economics (Dr. rer. pol.), University of Cologne, Cologne, Germany

MBA (Diplom-Kaufmann), RWTH Aachen / University of Cologne, Cologne, Germany

2019; Chairman of the Supervisory Board since 2020

Career and material activities:

since April 2019

Chief Executive Officer, RTL Group S.A., Luxembourg, Luxembourg

since 2012

Chairman and CEO, Bertelsmann Management SE, Gütersloh, Germany

2006 - 2011

Member of the Executive Board and Chief Financial Officer, Bertelsmann AG,

Gütersloh, Germany

2000 - 2005

Member of the Board and Chief Financial Officer, RTL Group, Luxembourg,

Luxembourg

1996 - 2000

Cedel/Clearstream International, Luxembourg/London

as of 1998 Member of the Executive Board and Chief Financial Officer

1993 - 1995

Head of Acquisitions, Beteiligungsgesellschaft Neue Länder GmbH & Co. KG,

Berlin, Germany

1991 - 1993

Treuhandanstalt, Berlin, Germany, as of 1993 Director Controlling

1990 - 1991

Associate, Forrester Norall & Sutton (now White & Case), Brussels, Belgium

1989 - 1990

Directorate-General for Financial Institutions and Corporate Law,

European Commission, Brussels, Belgium

Membership in other statutory supervisory boards in Germany

None

Membership in comparable domestic and foreign controlling bodies of commercial enterprises

None

Mr. Rabe fulfills the requirements of § 100 section 5 half-sentence 1 AktG regarding expertise in the fields of accounting and auditing.

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Nassef Sawiris

Executive Chairman and Member of the Board of Directors,

OCI N.V., Amsterdam, The Netherlands

Personal data:

Date and place of birth:

January 19, 1961 in Cairo, Egypt

Nationalität:

Egyptian/Belgian

Ausbildung:

Studies at The University of Chicago, USA

Bachelor in Economics

Supervisory Board

member since:

2016

Career and material activities:

since 2020

Executive Chairman, OCI N.V., Amsterdam, The Netherlands

1998 - 2020

Chief Executive Officer, OCI N.V. (formerly OCI S.A.E.)

since 1982

Various managerial positions in the Orascom Group

2015 - 2019

Director, LafargeHolcim Ltd.

2015 - 2016

Non-Executive Chairman of the Board of Directors, Orascom Construction

Limited

2009 - 2014

Chairman, OCI S.A.E.

2008 - 2015

Director, Lafarge SA

Membership in other statutory supervisory boards in Germany

None

Membership in comparable domestic and foreign controlling bodies of commercial enterprises

None

Memberships in other bodies

  • Member of the International Leadership Board, Cleveland Clinic, Cleveland, Ohio/USA
  • Member of the Board of Trustees, The University of Chicago, Chicago, Illinois/USA
  • Member of the International Council, JPMorgan Chase & Co., New York, New York/USA
  • Executive Chairman, Aston Villa Football Club Limited, Birmingham, United Kingdom

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Bodo Uebber

Independent Management Consultant, Munich, Germany

Personal data:

Date and place of birth:

August 18, 1959 in Solingen, Germany

Nationality:

German

Education:

Diploma in Engineering and Economics, Karlsruhe University of Applied

Sciences, Karlsruhe, Germany

Supervisory Board

member since:

2019; Chairman of the Audit Committee since 2020

Career and material activities:

since 2019

Independent Management Consultant

2004 - 2019

Member of the Board of Management, responsible for Finance & Controlling /

Daimler Financial Services, Daimler AG, Stuttgart, Germany

2007 - 2013

Member resp. Chairman of the Board of Directors, EADS N.V., Leiden, The

Netherlands

2003 - 2004

Deputy Member of the Board of Management, DaimlerChrysler AG, Stuttgart,

Germany

Chairman of the Board of Management, DaimlerChrysler Services AG, Berlin,

Germany

2001 - 2003

Member of the Board of Management and Chief Financial Officer,

DaimlerChrysler Services AG, Berlin, Germany

1998 - 2001

Vice President Finance / Controlling and IT / Services, MTU Aero Engines GmbH,

Munich, Germany

Membership in other statutory supervisory boards in Germany

  • Member of the Supervisory Board, Bertelsmann SE & Co. KGaA / Bertelsmann Management SE, Gütersloh, Germany
  • Chairman of the Supervisory Board, Flix SE, Munich, Germany

Membership in comparable domestic and foreign controlling bodies of commercial enterprises

None

Memberships in other bodies

  • Chairman of the Supervisory Board, Evercore GmbH, Frankfurt/Main, Germany
  • Member of the Steering Committee, Bertelsmann Verwaltungsgesellschaft mbH, Gütersloh, Germany

Mr. Uebber fulfills the requirements of § 100 section 5 half-sentence 1 AktG regarding expertise in the fields of accounting and auditing.

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Jing Ulrich

Managing Director and Vice Chairman, Investment Banking, JPMorgan Chase & Co., New York, USA

Personal data:

Date and place of birth:

Nationality:

Education:

June 28, 1967 in Beijing, China

US American

Master's degree in East Asian Studies, Institute of International Studies, Stanford University, Stanford, USA

Bachelor's degree in English and American Literature, Harvard University, Cambridge, USA

Supervisory Board

member since:

2019

Career and material activities:

since May 2022

Managing Director and Vice Chairman, Investment Banking,

JPMorgan Chase & Co., New York, USA

2019

- May 2022

Vice Chairman of Global Banking and Asia Pacific,

JPMorgan Chase & Co., New York, USA

2005

- 2019

Managing Director und Vice Chairman of Asia Pacific,

JPMorgan Chase & Co., New York, USA

2003

- 2005

Managing Director of Greater China Equities,

Deutsche Bank AG, Frankfurt/Main, Germany

1996

- 2003

Managing Director, CLSA Asia Pacific Markets, Hong Kong

1994

- 1996

Fund Manager Greater China, Emerging Markets Investors Corporation, USA

1992

- 1994

Financial Analyst, Bankers Finance Investment, USA

Membership in other statutory supervisory boards in Germany

None

Membership in comparable domestic and foreign controlling bodies of commercial enterprises

None

Memberships in other bodies

  • Member of the International Advisory Committee, Robert Bosch GmbH, Gerlingen-Schillerhöhe, Germany
  • Member of the G20 CEO Advisory Group, International Chamber of Commerce, Paris, France

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adidas AG published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 07:29:05 UTC.