Report
Expert Corporate Governance Service (ECGS)
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Adidas - AGM 11 August 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

Item 2: Management and Supervisory Board are proposing that the distributable profit reported in the annual financial statements for the financial year 2019 in a total amount of EUR 828,030,120.54 be fully carried forward to new account. The Boards thereby adjusted their initial proposal on the appropriation of net profits of the financial year 2019 which provided for the payment of a dividend of EUR 3.85 per share. In light of the challenges posed by the COVID-19 pandemic the Management Board and the Supervisory Board deem it necessary to protect the Company's capital and liquidity base by waiving the payment of a dividend, according to the Company. On 14 April 2020, Adidas announced that it had received the approval of the German government for the participation of KfW, Germany's state-owned development bank, in a syndicated revolving loan facility amounting to a total amount of EUR 3.0bn at customary market conditions to safeguard the Company's financial flexibility following the severe impact on its business from the COVID-19 pandemic. The syndicated loan comprises a commitment of EUR 2.4bn from KfW and of EUR 600m from a consortium of the Companyns banks, UniCredit, Bank of America, Citibank, Deutsche Bank, HSBC, Mizuho Bank and Standard Chartered Bank. According to the Company, one of the conditions of the syndicated loan is that Adidas de facto suspends dividend payments for the duration of the facility, which is 15 months (until July 2021). The agreement may be terminated prematurely at the Company's discretion. In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival, especially where companies receive state aid. We recommend support.

Item 7: KPMG, Berlin, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees. However, we note that KPMG has audited the Company since the financial year 1995 which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of KPMG as auditor.

Underlying
Adidas

ACM Managed Dollar Income Fund is a non-diversified, closed-end management investment company. This closed-end investment fund is designed for investors who seek high current income and capital appreciation. In order to achieve this objective, Co. invests primarily in high-yielding, U.S. and non-U.S. fixed income securities, denominated in U.S. dollars, that it expects to benefit from improving economic and credit fundamentals. Co. may utilize leverage through the investment techniques of reverse repurchase agreements and dollar rolls. As of Sept 30 2007, Co. had total assets of $192,614,325 and investment portfolio totalled $178,906,534.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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