AGENDA GENERAL MEETING PUMA 2009 ON MAY ... - About PUMA

PUMA Aktiengesellschaft
Rudolf Dassler Sport
Herzogenaurach
Convenience Translation
AGENDA GENERAL MEETING PUMA ON 20 APRIL 2010
- Wertpapier-Kenn-Nummer (Securities registration number) 696960
- ISIN – DE 000696603
Invitation
The shareholders of our Company are hereby invited to the annual general meeting on
20 April 2010, 2.00 pm
at PUMA Brand Centre, PUMA-Way 1, 91074 Herzogenaurach (Germany).
The invitation to the General Meeting and the agenda were published in the electronic
federal gazette on 5 March 2010.
A G E N D A
1. Presentation of the adopted financial statements of PUMA AG Rudolf
Dassler Sport and the approved consolidated financial statements, the
management reports for PUMA AG Rudolf Dassler Sport and the PUMA
Group as well as the report of the Supervisory Board for the financial year
HV-TO-2009-eng

2009 and the report of the Management Board regarding information as to
takeovers
The aforementioned documents are available for inspection on the internet at:
about.puma.com under investor relations.
In accordance with the applicable legal provisions no resolution on Agenda Item 1 is
proposed to be adopted as the Supervisory Board has already approved the annual and
the consolidated financial statements.
2. Appropriation of the balance sheet profit (dividend payment)
Out of the balance sheet profit of the financial year 2009 a dividend of € 1,80 per no-par
value share entitled to a dividend shall be distributed. Treasury shares are not entitled
to a dividend.
The Management Board and the Supervisory Board therefore propose that the balance
sheet profit of € 50.000.000 from the financial year 2009 shall be appropriated as
follows:
a) Payment of a dividend of € 1.80
per no-par value share entitled to a dividend
for 15,082,464 shares € 27,148,435.20
b) Profit carried forward € 22,851,564.80
€ 50,000,000 .00
The proposal regarding the appropriation of the balance sheet profit takes into
consideration the treasury shares held directly or indirectly by the Company, that are not
entitled to a dividend pursuant to Section 71b German Stock Corporation Act. The
number of treasury shares might change until the day of the General Meeting, if further
shares are acquired or sold by the Company. In this case the proposal regarding the
appropriation of the balance sheet profit to the General Meeting will be amended
accordingly without changing the suggested dividend payment of € 1.80 per no-par
value share entitled to a dividend.
The dividend will be paid as of 21 April 2010.
3. Approval of the acts of the Management Board
The Supervisory Board and the Management Board propose that the acts of the
Management Board members during the financial year 2009 be formally approved.
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4. Approval of the acts of the Supervisory Board
The Management Board and the Supervisory Board propose that the acts of the
Supervisory Board members during the financial year 2009 be formally approved.
5. Appointment of auditors for financial year 2010
The Audit Committee of the Supervisory Board proposes that
PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
Olof-Palme-Straße 35
60439 Frankfurt/Main (Germany)
be appointed as auditors for the financial statements of PUMA AG and the consolidated
financial statements of PUMA Group for the financial year 2010.
6. Authorisation to acquire and appropriate treasury shares under revocation
of the existing authorisation
The authorisation for the acquisition and appropriation of treasury shares resolved at
the last General Meeting will expire on 21 October 2009. The Company shall again be
authorised to acquire and appropriate treasure shares under revocation of the existing
authorisation to acquire treasury shares.
The Management Board and the Supervisory Board propose that it be resolved as
follows:
1) The Management Board shall be authorised until 19 April 2015 to acquire
treasury shares of the Company for any permitted purpose, including a flexible
control of the capital needs, with a pro rata amount of the share capital
attributable to such treasury shares totalling up to ten (10) percent of the present
share capital or – if this value is lower – of the share capital existing at the time
when the present authorisation is exercised. The acquisition may be effected via
the stock exchange, by way of a public purchase offer addressed to all
shareholders or by way of a public invitation to all shareholders to submit sale
offers. The price for the acquisition of the shares (not including incidental
acquisition costs) must in the case of an acquisition via the stock exchange not
exceed or fall below by more than ten (10) percent the average closing price of
the PUMA share in Xetra trading (or a comparable successor system) on the
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Frankfurt Stock Exchange) on the last three (3) trading days before the date of
the obligation to acquire the treasury shares. In case of a purchase offer or an
invitation to all shareholders to submit sale offers the price for the acquisition of
the shares (not including incidental acquisition costs) must not exceed or fall
below by more than twenty (20) percent the average closing price of the PUMA
share in Xetra trading (or a comparable successor system) on the Frankfurt
Stock Exchange on the last ten (10) trading days before the date of the
publication of the offer or, respectively, the invitation. The volume of the offer
and/or the invitation to all shareholders to submit sale offers may be limited. If in
case of a public purchase offer or a public invitation to all shareholders to submit
sale offers the volume of shares offered for sale exceeds the buyback volume,
the acquisition must be effected on a pro rata basis. A privileged take-up of small
quantities of up to 100 offered shares per shareholder and a rounding based on
commercial principles can be provided for under partial exclusion of the right (if
any) of the shareholders for acquisition of their offered shares.
2) The Management Board is authorised to appropriate the treasury shares
acquired under this authorisation as follows:
a) The treasury shares acquired under this authorisation may be sold via the
stock exchange or by an offer to all shareholders. They can, subject to the
approval of the Supervisory Board, also be sold otherwise, if sold against
cash payment at a price which at the time of the sale does not fall
substantially below the stock exchange price of PUMA shares of the same
kind; the price (not including incidental acquisition costs) at which the
treasury shares of the Company are sold must in no case fall below by
more than five (5) percent the average closing price for PUMA shares of
the same kind in Xetra trading (or a comparable successor system) on the
Frankfurt Stock Exchange) on the last five (5) trading days before the date
of the entering into the obligation to sell the shares. The time of the sale
shall be deemed to be the time at which the obligation to transfer title in
the shares is assumed, even if still conditional, or the time of the transfer
itself if no separate obligation precedes or if such time is designated as
relevant in the agreement containing the obligation to transfer. The final
sale price for the treasury shares shall be determined according to these
requirements at a time shortly before the sale of the treasury shares. The
total pro rata amount of share capital attributable to the number of shares
sold under this authorisation, together with the pro rata amount of share
capital attributable to other shares which are issued on the basis of
authorised capital or sold as treasury shares in each case under exclusion
of subscription rights in direct or corresponding application of Section 186
(3) sentence 4 German Stock Corporation Act during the term of this
authorisation and together with the pro rata amount of share capital
attributable to option and/or convertible bonds which are issued under
exclusion of subscription rights on the basis of any authorisations under
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Sections 221 (4), 186 (3) sentence 4 German Stock Corporation Act
during the term of this authorisation, may not exceed ten (10) percent of
the present share capital or – if this is lower – of the Company's share
capital existing at the time the present authorisation is exercised.
b) The treasury shares acquired under this authorisation may, subject to the
approval of the Supervisory Board, be offered and transferred in the
context of the direct or indirect acquisition of business entities, parts of
business entities or participations in business entities as well as in the
course of corporate mergers.
c) The treasury shares acquired under this authorisation may be used by the
Management Board, and in case of obligations vis-à-vis members of the
Management Board, by the Supervisory Board, in fulfilment of treasury
rights to be granted to managerial staff of the Company based on the
authorisation of the Performance Share Program as per item 7 of the
agenda of the General Meeting on 22 April 2008. It is referred to the
information according to Section 193 (2) no. 4 German Stock Corporation
Act included in the shareholders’ resolution on item 7 of the General
Meeting of 22 April 2008.
d) The treasury shares acquired under this authorisation may, subject to the
approval of the Supervisory Board, be redeemed without further resolution
of the General Meeting for the redemption or its implementation. The
Management Board is entitled, subject to the approval of the Supervisory
Board, to lower the amount of the share capital of the Company by the pro
rata amount of share capital attributable to the number of redeemed
shares.
3) The right of shareholders to subscribe to treasury shares is excluded to the
extent that these shares are appropriated in accordance with the aforementioned
authorisations pursuant to 2)a) (with the exception of the sale via the stock
exchange or by an offer to all shareholders) to 2)c).
4) All the aforementioned authorisations for the acquisition and appropriation of
treasury shares may be utilised independently of each other in each case once or
more than once, in full or in parts, by the Company and may also be carried out
by its direct or indirect subsidiaries or by third parties for its or their account.
5) The current authorisation for the acquisition of shares granted by the General
Meeting on 13. May 2009 that is limited until 12. October 2010 shall be revoked
with effect as from the time at which the new authorisation enters into force; the
authorisation granted in the aforementioned resolution of the General Meeting of
13. Mai 2009 for the appropriation of treasury shares acquired on the basis of
such resolution shall remain in effect.
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7. Resolution regarding the approval of the Profit and Loss Transfer
Agreement between the PUMA AG Rudolf Dassler Sport and the PUMA
Sprint GmbH
The Management Board and the Supervisory Board propose to approve the
Profit and Loss Agreement between the PUMA AG Rudolf Dassler Sport and the
PUMA Sprint GmbH being a fully-owned subsidiary of PUMA AG Rudolf Dassler
Sport dating 1 March 2010.
The basic tenets of the agreement are the following:
- The PUMA Sprint GmbH undertakes to transfer its total profits to PUMA AG
Rudolf Dassler Sport according to Sections 300 Nr. 1, 301 Companies Act
(AktG) in force at the relevant time from 1 January 2010 on.
- PUMA Sprint GmbH may set aside reserves only to the extent that is
permitted under commercial law and economically justified in terms of
reasonable business judgement. Other reserves set up during the term of the
agreement shall be released upon the request of PUMA AG Rudolf Dassler
Sport and be used to compensate an annual deficit of transferred as profit.
- Reserves that have been set up before the effective date of the agreement,
retained earnings and capital reserves which have been set up before the
effective date of the agreement, shall not be transferred as a profit to or be
used to compensate an annual deficit.
- From 1 January 2010 PUMA AG Rudolf Dassler Sport is obliged to
compensate an annual deficit of PUMA Sprint GmbH according to Section
302 Companies Act in the respectably applicable version.
- The agreement shall enter into full force and effects as of its entry into the
Commercial Register of PUMA Sprint GmbH. The agreement shall become
legally effective retroactively as of 1 January 2010 and shall be executed at
least for five years until 31 December 2014. Thereafter the agreement shall
automatically be renewed for one year respectively unless it is terminated by
either party within three month before its expiation. During the minimum
duration of the agreement it can only be terminated for good cause.
The shareholder’s meeting of PUMA Sprint GmbH approved the profit and loss
transfer agreement on 1 March 2010 in form of notarial deed.
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8. Resolution regarding the approval of the Profit and Loss Transfer
Agreement between the PUMA AG Rudolf Dassler Sport and the PUMA
Vertrieb GmbH
The Management Board and the Supervisory Board propose to approve the
Profit and Loss Agreement between the PUMA AG Rudolf Dassler Sport and the
PUMA Vertrieb GmbH being a fully-owned subsidiary of PUMA AG Rudolf
Dassler Sport dating on 1 March 2010.
The basic tenets of the agreement are the following:
- The PUMA Vertrieb GmbH undertakes to transfer its total profits to PUMA AG
Rudolf Dassler Sport according to Sections 300 Nr. 1, 301 Companies Act
(AktG) in force at the relevant time from 1 January 2010 on.
- PUMA Vertrieb GmbH may set aside reserves only to the extent that is
permitted under commercial law and economically justified in terms of
reasonable business judgement. Other reserves set up during the term of the
agreement shall be released upon the request of PUMA AG Rudolf Dassler
Sport and be used to compensate an annual deficit of transferred as profit.
- Reserves that have been set up before the effective date of the agreement,
retained earnings and capital reserves which have been set up before the
effective date of the agreement, shall not be transferred as a profit to or be
used to compensate an annual deficit.
- From 1 January 2010 PUMA AG Rudolf Dassler Sport is obliged to
compensate an annual deficit of PUMA Vertrieb GmbH according to Section
302 Companies Act in the respectably applicable version.
- The agreement shall enter into full force and effects as of its entry into the
Commercial Register of PUMA Vertrieb GmbH. The agreement shall become
legally effective retroactively as of 1 January 2010 and shall be executed at
least for five years until 31 December 2014. Thereafter the agreement shall
automatically be renewed for one year respectively unless it is terminated by
either party within three month before its expiation. During the minimum
duration of the agreement it can only be terminated for good cause.
The shareholder’s meeting of PUMA Vertrieb GmbH approved the profit and loss
transfer agreement on 1 March 2010 in form of notarial deed.
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9. Resolution regarding the amendment of the Articles of Association of the
Company
The German Act Implementing the Shareholders’ Rights Directive (ARUG)
provides for Amendments to the German Companies Act (AktG) relating to the
exercise of shareholder rights at the Annual Shareholders’ Meeting. Among other
things, shareholders are offered the opportunity to participate in the Annual
Shareholders’ Meeting by electronic means and to vote in writing or by means of
electronic communication. The decision-making power regarding the use of this
opportunity shall be transferred to the Managing Board. At the same time, the
provisions of the Articles or Association concerning attendance notification
deadlines and proxy procedures shall be adjusted to the new legal requirements.
a) Article 14 (1) of the Articles of Association shall be amended to read as
follows:
“The shareholders’ meeting shall be convened with at least thirty days’ notice
before the date of the meeting. The deadline for convening shall be extended to
include the days of registration period. The day when the shareholders’ meeting
is convened shall not be included in the deadline.”
b) Article 14 (4) of the Articles of Association shall be amended to read as
follows:
The board of management or the chairman of the meeting may permit full or
partial audio-visual transmission of the Shareholders’ meeting in a form to be
specified by him in more details. The transmission may also be made in a form to
which the public has unlimited access.”
c) Article 14 of the Articles of Association shall be amended to include the
following new Article 14 (5):
“The voting right may be exercised by proxy. The proxy authorization, its
revocation and the evidence of proxy authorisation vis-à-vis the Company must
be provided in text form. Section 135 of the German Company Act (AktG) shall
remain unaffected. Should a shareholder authorize to or more persons, the
company may rebuff that shareholder.”
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d) Article 14 of the Articles of Association shall be amended to include the
following new Article 14 (6):
“The Managing Board may provide for the shareholders to participate in the
Shareholders’ Meeting without the need to be present at the venue and without a
proxy and to exercise some or all of their rights fully or partially by means of
electronic communication (online participation). The managing board shall
determine the details of the procedure which will be made known together with
the Notice of Shareholders’ Meeting.”
e) Article 14 of the Articles of Association shall be amended to include the
following new Article 14 (7):
“The Managing Board may provide for the shareholders to exercise their right to
vote, without participating at the meeting, in writing or by means of electronic
communication (postal vote). The managing board shall determine the details of
the procedure which will be made known together with the Notice of
Shareholders’ Meeting.”
f) Article 15 (1) sentence 2 of the Articles of Association shall be amended to
read as follows:
“The registration and the proof of authorisation must reach the Company at the
address specified in the convening at least six days before the Shareholders’
Meeting. This deadline shall not include day of the meeting and the day of the
receipt of the registration and the proof of authorisation.”
g) Article 15 of the Articles of Association shall be amended to include the
following new
Article 15 (4):
“Concerning deadlines and periods the day of the meeting, from which point the
periods and deadlines are calculated retrospectively, shall not be counted. A
rescheduling from a Sunday, a Saturday or a public holiday to a preceding or
following working day is not allowed. Sections 187 to 193 of the German Civil
Code (BGB) shall not apply analogically.”
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Report to the General Meeting
Report of the Management Board to the General Meeting on item 6 of the agenda
regarding the exclusion of the subscription right in case of the appropriation of
treasury shares pursuant to Section 71 (1) no. 8 German Stock Corporation Act
(AktG) in connection with Section 186 (3) sentence 4, 186 (4) sentence 2 German
Stock Corporation Act
The General Meeting of the Company of 22 April 2008 had authorised the Company to
acquire treasury shares of the Company of up to an amount of ten (10) percent of the
share capital. Until today this authorisation has not been used. As the current
authorisation is valid only until 21 October 2009, a new authorisation shall be granted in
this General Meeting under revocation of the current authorisation. Under item 6 of the
agenda the Management Board and the Supervisory Board propose to grant an
authorisation to the Company until 12 November 2010 pursuant to Section 71 (1) no. 8
German Stock Corporation Act to acquire treasury shares with a pro rata amount of the
share capital attributable to such treasury shares totalling up to ten (10) percent of the
present share capital or – if this value is lower – of the share capital existing at the time
when the present authorisation is exercised.
1) Authorisation to acquire treasury shares
When acquiring treasury shares, the principle of equal treatment under Section
53a German Stock Corporation Act is to be observed. The proposed acquisition
of shares through the stock exchange, by a public purchase offer or by a public
invitation to all shareholders to make offers to sell, is in line with this principle. If
in case of a public purchase offer or a public invitation to all shareholders to
submit sale offers the volume of shares offered for sale exceeds the buyback
volume, the acquisition must be effected on a pro rata basis. A privileged take-up
of small quantities of up to 100 offered shares per shareholder and a rounding
based on commercial principles can be provided for. The options serve to avoid
fractions when fixing the acceptance quotas and to avoid smaller residual
quantities and, by doing so, to facilitate the technical processing.
2) Authorisation to appropriate the acquired treasury shares
a) Pursuant to the proposed authorisation treasury shares may either be
redeemed or be resold by way of a public offer to all shareholders or via
the stock exchange. With the last two options the principle of equal
treatment of the shareholders is observed.
b) The proposed authorisation further provides in accordance with the
provisions of Section 71 (1) no. 8 sentence 5 German Stock Corporation
Act that the Management Board, with the approval of the Supervisory
Board, may undertake a sale of treasury shares other than through the
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stock exchange or through an offer to all shareholders if the treasury
shares are sold in accordance with Section 186 (3) sentence 4 German
Stock Corporation Act for a consideration in cash at a price which does not
fall substantially below the stock exchange price of the shares of the
Company of the same kind at the time of such sale, which, pursuant to the
authorisation is the case unless the price falls below more than five (5)
percent of such reference price. The time of the sale shall be deemed to
be the time at which the obligation to transfer title in the shares is
assumed, even if still conditional, or the time of the transfer itself if no
separate obligation precedes or if such time is designated as relevant in
the agreement containing the obligation to transfer. The final sale price for
the treasury shares shall be determined according to these requirements
at a time shortly before the sale of the treasury shares.
The option of a sale in form other than through the stock exchange or by
an offer to all shareholders is in the interest of the Company and the
shareholders since by such sale, e.g. to institutional investors, additional
foreign and domestic shareholders can be gained. The Company will
further be enabled to adjust its equity capital to the respective business
conditions and respond quickly and flexibly to favourable stock market
conditions. The economic and voting right interests of the shareholders
are preserved. The shareholders will not suffer any disadvantages due to
the small volume and since the shares which are sold under the exclusion
of the shareholders' subscription rights may be sold only at a price which
does not fall substantially below the stock exchange price of shares of the
Company of the same kind at the time of the sale. When exercising the
authorisation, any issuance of shares and/or issuance of option or
conversion rights is to be taken into consideration if and to the extent such
issuance is made under the exclusion of subscription rights in direct or
corresponding application of Section 186 (3) sentence 4 German Stock
Corporation Act during the term of the authorisation. Interested
shareholders can therefore acquire any shares necessary to maintain their
participation quota through the stock exchange at virtually the same
conditions.
c) The Company shall further also have the possibility to offer treasury
shares as consideration in connection with any merger and any (direct or
indirect) acquisition of business entities, parts thereof or participations in
business entities.
The price at which treasury shares are used in such event depends on the
respective circumstances of the individual case and on the point in time.
When determining the price, the Management Board and the Supervisory
Board will adhere to the Company's interests.
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As in the past, the Management Board continuously examines
opportunities for the Company to acquire business entities or
participations in business entities. The acquisition of such business
entities or participations therein in consideration for shares is in the
Company's interest if the acquisition leads to a strengthening or
reinforcement of PUMA's market position or enables or facilitates the entry
into new fields of business. In order to timely and flexibly meet the interest
of the seller or the Company to receive or offer payment on the form of
shares in the Company in the event of a successful conclusion of such
agreements, it is necessary, in case no authorised capital shall be used for
such purpose, that the Management Board is authorised to grant, with the
approval of the Supervisory Board, treasury shares under the exclusion of
the subscription rights of the shareholders. As the volume of treasury
shares will be limited and the shares should be issued at a value that
takes into account the stock exchange price, interested shareholders have
the option to acquire shares at the stock market price and thus essentially
on comparable terms and conditions when treasury shares are offered as
consideration in connection with any merger and any (direct or indirect)
acquisition of business entities, parts thereof or participations in business
entities under exclusion of the shareholders' subscription rights.
In light of the aforementioned considerations the proposed sale of treasury
shares, in the view of the Management Board, is in the Company's and the
shareholders' interest and may in the individual case justify the exclusion
of the shareholders' subscription rights. The Management Board and the
Supervisory Board will in each individual case examine and weigh whether
the merger or the acquisition in consideration for treasury shares is in the
interest of the Company.
d) Finally, the Company shall be given the option to use treasury shares to
fulfil subscription rights issued by the Company to its management based
on the Performance Share Program authorised by the General Meeting on
22 April 2008 under item 7 of that agenda. The option to use treasury
shares to fulfil subscription rights issued under the Performance Share
Program increases the flexibility of the Company.
As it regards the structure and content of the Performance Share
Program, reference is made to the proposal of the Management Board
and the Supervisory Board to item 7 of the agenda and the report of the
Management Board to the General Meeting on item 7 of the agenda of the
General Meeting on 22 April 2008.
The Management Board will report to the next General Meeting as to any
use of the proposed authorisation regarding the acquisition and
appropriation of treasury shares. The authorisation to exclude subscription
rights is limited in accordance with the statutory requirements to a total of
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ten (10) percent of the share capital (Section 186 (3) sentence 4 German
Stock Corporation Act).
Availability of the Report on item 6 and the records on items 7 and 8 of this
agenda
The report of the Management Board regarding item 6 of this agenda, the resolution to
item 7 of the agenda of the General Meeting on 22 April 2008 (Performance Share
Program), including information according to Section 193 (2) no. 4 German Stock
Corporation Act (in form of an abstract of the notarial recordings of the shareholders’
meeting, that is also available for inspection at the Company’s commercial register) and
the documents according to the resolutions to items 7 and 8, the profit and loss transfer
agreements, the reports according to Section 293 a Companies Act, the financial
statements, the management reports for the PUMA AG Rudolf Dassler Sport, balance
sheets and profit and loss statements of the PUMA Vertrieb GmbH and the PUMA
Sprint GmbH of the last three years respectively and the reports according to Section
293 a German Stock Corporation Act are available for inspection by the shareholders as
of the calling of the General Meeting at the offices of the PUMA AG Rudolf Dassler
Sport, PUMA-Way 1, 91074 Herzogenaurach, Germany. These documents will also be
displayed for inspection by the shareholders during the General Meeting. Upon request,
complementary copies of these reports will be made available to each shareholder by
mail.
Attendance at the General Meeting
Right to attend through providing evidence of shareholding
Those shareholders are entitled to attend the General Meeting and to exercise their
voting rights who register with the Company prior to the meeting and provide special
evidence of their shareholding under the following address, at least 14 days before the
meeting that is to say by no later then midnight on 6 April 2010:
PUMA AG Rudolf Dassler Sport
c/o Deutsche Bank AG
General Meetings
POB 20 01 07
60605 Frankfurt
Fax: +49 (0)69 12012-86045
e-mail: wp.hv@xchanging.com
As evidence of the shareholding special evidence issued by the depository bank or
financial service institution with which the respective shares are deposited in text form is
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sufficient. Such evidence must prove ownership at 30 March 2010 and must be
received by the Company not later than the end of 13 April 2010. Following receipt of
the evidence of their shareholding, tickets of admission for the General Meeting will be
sent to the shareholders. In order to assure a timely delivery of the admission tickets,
we kindly ask the shareholders to provide for an early transmission of the evidence of
their shareholding to the Company.
Proxy Voting
Once you have properly notified your attendance you may attend the Shareholders’
Meeting in person and exercise your right to vote yourself.
Shareholders who do not want to attend the General Meeting in person may exercise
their voting rights through a prox. In this case the have to ensure that they grant their
intented proxy a proper power of attorney. If neither a bank nor a shareholders’
association nor another person or institution equivalent hereto in accordance with
Section 135 (8) of the German Companies Act, which professionally offer shareholders
their services in exercising voting rights at the Shareholders’ Meeting, is named as a
proxy, the power of attorney must be granted either in text form or electronically via the
internet vis-à-vis PUMA AG Rudolf Dassler Sport using one of the addresses listed
above for registration or in text form directly vis-à-vis the proxy. The same provisions
apply if a shareholder wishes to revoke the power of attorney. The power of attorney
can be granted in text form using the power of attorney form included in the attendance
form or by any other formally acceptable method.
The proof of proxy has to be produced by the proxy at the day of the shareholders’
meeting or by issuing a statement towards the Company to the following address:
PUMA AG Rudolf Dassler Sport
Frau Beate Gabriel
Würzburger Straße 13
91074 Herzogenaurach
Telefax: 09132 / 8142375
oder per email an:
investor-relations@puma.com
The pertinent statutory provisions, in particular Section 135 of the Companies Act, apply
when granting a power of attorney to banks, shareholders’ associations and other
persons or institutions equivalent thereto in accordance with Section 135 (8) and (10)
Companies Act and when revoking or verifying such a power of attorney. Please also
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note any rules imposed in this respect by the banks, shareholders’ associations and
other persons or institutions concerned.
As special service we offer to our shareholders the option to exercise their voting rights
through specially named employees of PUMA AG Rudolf Dassler Sport, who will
exercise the voting rights in accordance with the instructions in writing given by the
shareholders. Forms for the power of attorney and the voting instructions may be
requested from the Company under the address below or via e-mail (investorrelations@puma.com)
and/or printed directly from http://about.puma.com and there
under Investor / Annual Shareholders’ Meeting / Proxy Service.
Free disposal of shares
The registration of shares with the Company for purposes of participating in the General
Meeting is not blocked thereby. Therefore, the shareholders may freely dispose of their
shares at any time also after the registration.
Total number of shares and voting rights at the time of the calling of the General
Meeting
At the time of the calling of the General Meeting the share capital of the Company
amounts to Euro 38.611.107,84 and is divided into 15.082.464 no-par value shares,
that are entitled to attend and vote at the General Meeting.
Requests to amend the Agenda pursuant to Section 122 (2) of the Companies Act
Shareholders jointly representing at least one-twentieth of the capital stock (equivalent
to 1,930,555.34 Euros) or a proportionate ownership of at least 500,000 Euros
(equivalent to 195,313 shares of stock) may request that items be placed on the agenda
and be disclosed. Each request must be submitted in writing and must be accompanied
by supporting information or a formal resolution proposal, to be received by the
company no later than the end of 20. March 2010. According to Section 122 (2), (1) in
conjunction with Section 142 (2) sentence 2 of the Companies Act, the shareholders
concerned must verify that they have owned the shares at least since 20 January 2010.
Please use the following address to submit your requests:
Managing Board of PUMA AG Rudolf Dassler Sport
PUMA-Way 1
91074 Herzogenaurach
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Unless made public at the time of the invitation to the Shareholders’ Meeting, requests
for agenda amendments that are required to disclose are published immediately upon
receipt in the German Electronic Federal Gazette (elektronischer Bundeanzeiger) and
submitted to those media for publication which may be presumed to distribute the
information throughout the European Union. In addition, such requests are disclosed on
the internet at http://about.puma.com under Investor / Annual Shareholders’ Meeting.
Counterproposals and election nominations pursuant to Sections 126 (1) and 127
of the Companies Act
Shareholders may submit to the Company counterproposals to Managing and/ or
Supervisory Board proposals relating to certain agenda items and make election
nominations. All counterproposals must be accompanied by supporting information.
Counterproposals, election nominations concerning the Shareholders’ Meeting must be
sent to the address below:
PUMA AG Rudolf Dassler Sport
Frau Beate Gabriel
Würzburger Straße 13
91074 Herzogenaurach
Telefax: 09132 / 8142375
or via email to:
investor-relations@puma.com
Counterproposals sent to other addresses will not be made available.
Subject to Section 126 (2) and (3) of the Companies Act, we will publish shareholder
counterproposals that are to be made available on the Internet at http://about.puma.com
under Investor / Annual Shareholders’ Meeting together with the name of the
shareholder, the argument in favour of the administration in relation to the
counterproposal.
Pursuant to Section 127 of the Companies Act, these regulations also apply as
appropriate to shareholder proposals in respect to candidates for Supervisory Board
elections and the selection of the auditor, although such proposals need not be
accompanied by an argument in favour. Section 126 (2) of the Companies Act defines a
number of grounds that exempt the Management Board from any duty to make
available the proposal of a candidate for an election. Other grounds include the
omission of the candidate’s name, practices profession and place of residence. A
shareholder proposal omits to enclose details of the proposed Supervisory Board
candidate’s membership of other Supervisory Boards whose existence is required by
law as defined in Section 125 (1) sentence 5 Companies Act need similarly not be made
available.
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Right to Information
Section 131 (1) Companies Act affords every shareholder the right to receive
information about the affairs of the Company from the Management Board on request in
the Shareholders’ Meeting insofar as this information is necessary in order to assess an
item of the Agenda properly and no right to refuse information applies. The
Management Board’s duty to disclose information also extends to the legal and
commercial relationships between PUMA AG Rudolf Dassler Sport and the companies
affiliated with it. This duty to disclose information additionally encompasses the position
of the PUMA AG Rudolf Dassler Sport and the companies included in the PUMA
consolidated statements.
Please note the existing notification obligations pursuant to Sections 21 et. seq. German
Securities Trading Act and the loss of rights associated with the respective shares
resulting from any violation of such obligations.
Herzogenaurach, March 2010
PUMA AG Rudolf Dassler Sport
The Management Board
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