Adidas : Rules of Procedure of the Supervisory Board

CONFIDENTIAL

[Convenience translation.

In the event of any differences in interpretation, the German version shall prevail.]

RULES OF PROCEDURE

OF THE SUPERVISORY BOARD OF ADIDAS AG

Pursuant to § 13 section 1 of the Articles of Association of adidas AG (hereinafter the 'Company'), the Supervisory Board of the Company adopted the following Rules of Procedure:

I.

SUPERVISORY BOARD

AND MEMBERS OF THE SUPERVISORY BOARD

§ 1

TASKS OF THE SUPERVISORY BOARD

1. The Supervisory Board shall advise and supervise the Executive Board in matters concerning the management of the Company and the Group. Its supervision and advice shall also include, sustainability issues.
2. To the benefit of the Company and the Group, the Supervisory Board shall cooperate closely and on a basis of mutual trust with the Executive Board.
3. The Supervisory Board shall exercise its duties subject to statutory provisions, the Articles of Association and these Rules of Procedure. The Supervisory Board shall follow the recommendations and suggestions of the German Corporate Governance Code.
4. The Supervisory Board shall assess, at regular intervals, how effective the Supervisory Board as a whole and its committees fulfil their tasks.

§ 2

MEMBERSHIP IN THE SUPERVISORY BOARD

1. The Supervisory Board shall be composed in such a way that its members are, on the whole, in possession of the knowledge, skills and professional experience required to properly perform all duties and the legal gender quota is complied with. At least one member of the Supervisory Board must have expertise in the field of accounting and at least one further member of the Supervisory Board must have expertise in the field of auditing. The members of the Supervisory Board as a whole must be familiar with the industry in which the Company operates. Each Supervisory Board member shall take care that s/he disposes of sufficient time for performing his/her mandate. The Supervisory Board shall set concrete objectives regarding its composition in due consideration of the recommendations of the German Corporate Governance Code, and shall prepare a profile of skills and expertise for

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the entire Supervisory Board which shall also comprise expertise regarding sustainability issues relevant to the Company.

1. A Supervisory Board member who is not a member of any Management Board of a listed company shall not accept more than five Supervisory Board mandates at non-group listed companies or comparable functions, with an appointment as Chair of the Supervisory Board being counted twice. Any Supervisory Board member who is a member of the executive board of a listed company shall, as a rule, accept not more than a total of two Supervisory Board mandates in listed companies or controlling bodies of companies with similar requirements, which are not affiliated to the group of that company where s/he acts as a member of the executive board. The Supervisory Board may resolve upon a deviation with respect to individual Supervisory Board members if this is in the best interests of the Company. This shall be the case in particular if the Supervisory Board member concerned is a member of the executive board of a listed holding company and his/her main occupation involves holding mandates in the supervisory bodies of portfolio companies. By way of such a resolution on a deviation, the Supervisory Board at the same time declares that the provision under this § 2 section 2 shall not be applicable to the Supervisory Board member concerned.
2. No more than two former members of the Company's Executive Board shall be among the members of the Supervisory Board. Supervisory Board members shall not be members of governing bodies of, or exercise advisory functions at, significant competitors of the Company or Group company, and shall not hold any personal relationships with a significant competitor of the Company or Group company.
3. The aforementioned provisions shall be observed when nominating candidates for an election to the Supervisory Board.

§ 3

RIGHTS AND OBLIGATIONS OF THE SUPERVISORY BOARD MEMBERS

1. Unless otherwise provided for by law, by the Articles of Association or by resolutions of the Annual General Meeting, all members of the Supervisory Board shall have the same rights and obligations. They shall not be bound by orders or instructions.
2. Each member of the Supervisory Board shall be obligated to serve the best interest of the Company. S/he shall neither pursue personal interests in his/her decisions nor use for his/her personal benefit any business opportunities intended for the Company or Group company. Each Supervisory Board member shall disclose to the Supervisory Board any conflicts of interest, in particular such conflicts of interests which may arise due to a consultancy or directorship function with customers, suppliers, lenders or any other business partners or competitors.
3. The Supervisory Board members shall be obligated to comply with the provisions of the

Market Abuse Regulation 1 which apply to them and the national and European legal

1 Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014, regarding market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

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provisions related to it as well as the internal adidas policies regarding capital markets compliance.

1. • 4
     SECRECY
2. Members of the Supervisory Board shall observe secrecy on confidential data and secrets of the Company, namely trade and business secrets which came to their knowledge through their function, even after their departure from the Supervisory Board. The Supervisory Board members shall be bound to observe secrecy particularly with regard to confidential reports received and confidential discussions. Persons who are present during meetings of the Supervisory Board but are not members of the Supervisory Board shall be expressly bound to observe secrecy. Supervisory Board members shall only involve their own employees or consultants insofar as this is legally permitted and objectively necessary and shall ensure that such employees or consultants observe secrecy accordingly. The secrecy obligation generally applies vis-à-vis all third parties, particularly vis-à-vis employees, shareholders and business partners of the Company, as well as vis-à-vis companies a Supervisory Board member works for or holds an interest in.
3. In case a member of the Supervisory Board intends to give any information to third parties and it is doubtful whether such information is subject to secrecy, s/he shall inform the Chairman of the Supervisory Board in advance, thereby stating the person to whom s/he intends to give such information. Before such information is passed on, the Supervisory Board shall have the opportunity to comment on this. The statement shall be expressed by the Chairman.
4. The secrecy obligation particularly applies vis-à-vis the media, analysts, financial advisors, banks and rating agencies, as well as vis-à-vis shareholders. Contact with the aforesaid shall exclusively be maintained by Investor Relations, Corporate Treasury, Corporate Communication department or another relevant department of the Company. As a rule, any communication of Supervisory Board members with the group of persons outlined under sentence 1 on matters of the Company and the Group, including Supervisory Board specific topics, shall - notwithstanding sections 1 and 2 - be conducted by the Chairman of the Supervisory Board in accordance with § 5 section 6. Direct communication shall only be conducted by a Supervisory Board member following prior consultation with the Chairman of the Supervisory Board and the Corporate Communications department of the Company. If such consultation has not taken place in advance, the Supervisory Board member shall retroactively inform the Corporate Communication department of the Company and the Chairman of the Supervisory Board, insofar as the communication was not made by him/her, on the communication and its main content.
5. • 5

CHAIRMAN AND DEPUTIES

1. The Supervisory Board shall elect from among its members a Chairman and a deputy ('First Deputy') in accordance with § 27 sections 1 and 2 Co-Determination Act (Mitbestimmungsgesetz - MitbestG). The Supervisory Board shall further elect an additional deputy ('Additional Deputy'), the election of whom shall not be subject to § 27

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MitbestG. The election shall be carried out in a constituent Supervisory Board meeting not requiring a separate convening and to be held subsequent to the Annual General Meeting which elected the Supervisory Board members representing the shareholders. The election shall be presided over by the oldest member of the Supervisory Board in terms of age. The Chairman and the deputies shall be elected Chairman and deputies for their respective terms of office as members of the Supervisory Board unless a shorter term of office is determined in their election. The Chairman shall be independent from the Company and the Executive Board.

1. In case the Chairman or a deputy resigns from office prior to the end of his/her term of office, a new election of the Chairman or the respective deputy shall be carried out without delay upon motion of a Supervisory Board member before the passing of any other Supervisory Board resolutions but not later than at the next Supervisory Board meeting.
2. A deputy shall have the Chairman's rights and obligations only if the Chairman is prevented from exercising his/her function and if not otherwise provided for by law, by the Articles of Association or these Rules of Procedure. The First Deputy shall then be entitled to exercise the Chairman's rights and obligations. If s/he is also prevented from exercising his/her functions, the Additional Deputy shall be entitled to exercise the Chairman's rights and obligations. The deputies shall not have the right to cast the second vote granted to the Chairman pursuant to the Co-Determination Act.
3. The Chairman shall be in charge of the cooperation between the Supervisory Board and the Executive Board. S/he regularly discusses with the Executive Board, particularly with the Chief Executive Officer, the strategy, planning, business development, the risk management and the compliance organization of the Group.
4. In case both, the Chairman and his/her deputies, are prevented from fulfilling their duties, these obligations shall be taken over by the oldest member of the Supervisory Board in terms of age for the period of prevention.
5. The Chairman shall represent the interests of the Supervisory Board externally. S/he may communicate with investors regarding topics related to the Supervisory Board. S/he shall inform the Supervisory Board or its committees of such communication.

1. • 6
     MEETINGS
2. The Chairman of the Supervisory Board shall convene a meeting of the Supervisory Board at least twice in each half calendar year. The Supervisory Board shall further be convened for a meeting if requested by a Supervisory Board member or by the Executive Board upon stating the purpose and reasons therefore. Such meeting shall be held within two weeks from the date on which notice thereof was given. If the request is not complied with, the Supervisory Board member himself/herself or the Executive Board itself may convene a meeting of the Supervisory Board upon stating the facts and presenting an agenda of the meeting.
3. The Supervisory Board meetings shall be convened in writing, by telephone, by facsimile, by means of electronic telecommunication, or by other comparable means at least fourteen

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days prior to the meeting. The day of posting of the invitation and the day of the meeting shall not be counted in the computation of such period. In urgent cases the Chairman may shorten this period and call the meeting orally. The convocation shall contain place and time of the meeting as well as the agenda items. Motions for resolutions on items of the agenda shall be notified in due time prior to the meeting in order to enable absent members of the Supervisory Board to cast a written vote.

1. The Chairman may cancel or adjourn a convened meeting after a due assessment of the circumstances. S/he shall designate the person to take the minutes and shall decide on the invitation of experts and persons needed to provide detailed information for consultation on individual items of the agenda.
2. The members of the Executive Board shall attend the meetings unless otherwise stipulated by the Chairman of the Supervisory Board or otherwise resolved by the Supervisory Board.

§ 7

RESOLUTIONS AND DECLARATIONS

1. As a rule, resolutions of the Supervisory Board shall be adopted in meetings requiring personal attendance. At the request of the Chairman, Supervisory Board meetings may also be held as telephone or video conference or individual Supervisory Board members may join via telephone or video transmission. In these cases, votes may be cast during the telephone or video conference. Members participating in a meeting via telephone or video conference shall be deemed present. Absent Supervisory Board members may participate in the taking of a resolution in a meeting by submitting their vote in writing, by telephone, by facsimile, by means of electronic telecommunication, or by other comparable means through another Supervisory Board member. An absent member may cast a vote at a later time only if such was approved by all present members or if the requirements as defined in section 4 are fulfilled.
2. The Supervisory Board shall constitute a quorum if all members were invited at their last notified address and if at least one half of the members of whom the Supervisory Board shall consist participate in the adoption of resolutions. Absent Supervisory Board members who cast their vote according to section 1 as well as members who abstain from voting in such resolution, participate in the resolution taking within this meaning.
3. The Chairman shall preside over the meeting. In case the Chairman is prevented from exercising his/her function, the First Deputy shall preside over the meeting, or the Additional Deputy if the First Deputy is also prevented from attending. The person presiding over the meeting shall determine the order in which the items of the agenda are discussed as well as the type and the order of the votes. S/he may, after due assessment of the circumstances, adjourn the resolution on individual or all items of the agenda by four weeks at the longest if not the same number of Supervisory Board members elected by the shareholders and of Supervisory Board members elected by the employees participated in the resolution or if any other significant reason for such adjournment exists. S/he shall not be entitled to an additional adjournment.
4. Resolutions on items of the agenda which have not been notified in due time may only be passed if no member objects thereto. In such a case, absent members shall be given the

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opportunity to object to the taking of such resolution or to submit their vote in writing, by telephone, by facsimile, by means of electronic telecommunication, or by other comparable means within a reasonable period of time to be determined by the Chairman; the resolution shall only become effective if none of the absent members objects thereto within such period of time.

1. A Supervisory Board resolution may also be passed outside a meeting by transmitting or casting votes in writing, by telephone, facsimile or by means of electronic telecommunication or via a telephone or video conference if the Chairman directs so and provided that none of the members object thereto. There shall be no right of objection if the resolutions are taken in such a manner that the members of the Supervisory Board participating therein are connected with one another by means of electronic telecommunication and are in a position to discuss the subject of the resolution. A Supervisory Board resolution may also be passed in combination of a meeting and resolutions passed outside the meeting. In all other respects, the provisions of this § 7 as well as of § 6 sections 2 through 4 shall apply mutatis mutandis.
2. Resolutions shall require a simple majority of the votes cast unless a different majority is mandatory by law or the Articles of Association. The same applies to elections. An abstention shall not be considered as a submitted vote. In case a vote results in a tie, the Chairman shall decide whether a new vote shall be taken on the item concerned and whether such new vote shall be taken during the same or during another meeting of the Supervisory Board, unless the Supervisory Board decides on a different procedure. If a new vote on the same item results in a tie again, the Chairman shall have two votes. This second vote can also be submitted in written form pursuant to section 1 sentence 2. The deputies of the Chairman do not have the right to cast a second vote.
3. A member of the Supervisory Board shall be excluded from participating in a vote if such vote is on a legal transaction involving the Supervisory Board member concerned or if a resolution is taken on instituting or settling legal proceedings between the Company and the Supervisory Board member concerned.
4. The Chairman shall prepare and execute the resolutions of the Supervisory Board.
5. The Chairman, or in case s/he should be prevented from performing his/her duty, the First Deputy or in case s/he should also be prevented from performing his/her duty, the Additional Deputy shall be entitled to make the binding declarations required for implementing Supervisory Board resolutions in the name of the Supervisory Board. Other declarations of the Supervisory Board shall also be made and received by the Chairman or his/her deputy determined in accordance with sentence 1 in the name of the Supervisory Board.

§ 8

MINUTES OF MEETINGS AND RESOLUTIONS

1. Minutes shall be taken of the meetings of the Supervisory Board, and shall be signed by the respective person presiding over the meeting. The minutes shall state the place and date of the meeting, the participants, the items of the agenda, the essential contents of the

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discussions and the resolutions of the Supervisory Board. A copy of the minutes shall be sent to each Supervisory Board member without delay.

1. Resolutions which were not taken at meetings shall be recorded in the form of minutes by the Chairman. A copy of such minutes shall be sent to each Supervisory Board member without delay.
2. Minutes as defined in section 1 or section 2 shall be deemed approved if none of the Supervisory Board members who participated in the passing of the resolutions objects thereto in writing to the Chairman within a month after the posting.
3. Resolutions passed by the Supervisory Board may be recorded in their wording in the form of minutes during the meeting and signed immediately thereupon by the Chairman. If resolutions are recorded separately in such way, objecting to such resolutions shall only be possible during such meeting.

§ 9

TRANSACTIONS REQUIRING SUPERVISORY BOARD APPROVAL

1. Subject to the Steering Committee's responsibility pursuant to § 11 section 2 sentence 2, the Executive Board shall require the approval of the Supervisory Board for the following transactions and measures:
2. 1. The assumption of major new fields of activities or the abandonment of major existing fields of activities as well as transactions or measures leading to a substantial change in the structure or development of the Company.
   2. The acquisition and disposal of major industrial property rights of the Company, its subsidiaries and direct corporate holdings wherever the value of one of these measures exceeds an amount of EUR 150 millionin the case concerned. Acquisitions and disposals within the Group are excluded.
   3. The establishment, dissolution, acquisition and disposal of subsidiaries and direct corporate holdings (including changes in the amount of the holding) and the participation in capital increases through contributions wherever the value of one of these measures exceeds an amount of EUR 150 millionin the case concerned and wherever the amount is either included in the budget only in the form of a global authorization without any individual description or not included in the budget. Acquisitions and disposals within the Group are excluded.
      The Executive Board shall inform the Supervisory Board about measures amounting to a value between EUR 50 million and EUR 150 millionwhen dealing with the quarterly results.
   4. The disposal of real properties and equivalent titles as well as any other dispositions with regard to these wherever the value exceeds an amount of EUR 150 millionin the case concerned. Disposals within the Group are excluded.

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The Executive Board shall inform the Supervisory Board about disposal transactions amounting to a value between EUR 50 million and EUR 150 millionwhen dealing with the quarterly results.

1. 1. Agreements which each lead to a payment obligation on the part of the Company amounting to more than EUR 200 million either once or over the term of contract; however, marketing and sponsorship agreements, which are only subject to an information obligation in accordance with § 16 section 4, are excluded.
      As regards the definition of 'agreements' and the determination of the value of the respective agreement, see Annex 1.
   2. Individual investments which are not includedin the budget and which exceed an amount of EUR 150 million. Individual investments which are includedin the budget and exceed an amount of EUR 300 million.
      As regards the definition of 'individual investments', see Annex 1.
   3. The issuance of non-share-based bonds and comparable financial instruments, as well as the conclusion of a loan agreement or credit line, insofar as the individual volume exceeds EUR 500 millionor if the overall volume of several finance measures which are interrelated in conjunction with the Company's financial planning exceeds this amount.
   4. The conclusion, amendment and termination of company agreements pursuant to §§ 291, 292 German Stock Corporation Act (Aktiengesetz - AktG).
   5. The adoption of the Company's and the Group's budget including the annual investment and financial plan for the respective financial year in consideration of the medium-term planning.
   6. Executive Board measures based on the authorizations granted by the Annual General Meeting pursuant to § 71 section 1 number 8 AktG.
2. The approval as defined in section 1 lit. a), b), c), d), e), f), g) and j) shall also be required if the transactions are carried out by subsidiaries or affiliated companies.
3. Insofar as the Supervisory Board does not already have the responsibility, the Executive Board furthermore requires Supervisory Board approval in cases as outlined in § 12 section 2 sentence 5.
4. The Supervisory Board shall furthermore give its prior approval to
5. 1. sideline activities of an Executive Board member, especially Supervisory Board mandates outside the Company.
   2. advisory and other service agreements and contracts for work between a member of the Supervisory Board and the Company.

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1. the conclusion of important transactions between the Company and an Executive Board member as well as persons s/he is related to or companies s/he has a personal association with, at a transaction value of more than EUR 25,000.
2. transactions with related parties pursuant to § 111b section 1 AktG.

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II.

COMMITTEES

1. • 10
     GENERAL PROVISIONS
2. The Supervisory Board shall form from among its members a Steering Committee (§ 11), a General Committee (§ 12), an Audit Committee pursuant to § 107 section 3 sentence 2 and sentence 3 in conjunction with §§ 107 section 4 sentence 1, 100 section 5 AktG (§ 13), a Nomination Committee (§ 14) and a committee pursuant to § 27 section 3 Co-Determination Act (§ 15). Further committees may be formed if necessary.
3. Each committee shall appoint from among its members a chairman unless otherwise provided for by law, the Articles of Association, these Rules of Procedure or the Supervisory Board.
4. The meetings of the committees shall be convened by the respective committee chairman. Each member shall have the right to request the convening of a meeting upon stating the reason therefore.
5. Committees taking decisions instead of the Supervisory Board only constitute a quorum if half of their members, but no less than three members, participate in taking the resolution. If the Chairman of the Supervisory Board belongs to such committee, s/he shall be entitled to cast a second vote in accordance with § 7 section 6 sentences 4 to 6, provided that such committee is composed of an equal number of Supervisory Board members representing the shareholders and of Supervisory Board members representing the employees. This does not apply to the committee pursuant to § 27 section 3 MitbestG and to the Audit Committee. Regarding the latter, the Chairman of the Audit Committee shall be entitled to cast a second vote.
6. The respective committee chairmen shall report to the Supervisory Board on the work of the committees on a regular basis.
7. § 6 sections 2 to 4, § 7 sections 1-9 and § 8 shall further apply mutatis mutandis to the internal rules of procedure of the committees unless otherwise provided for in section II herein. The chairman of the respective committee shall take the place of the Chairman of the Supervisory Board.
8. • 11

STEERING COMMITTEE OF THE SUPERVISORY BOARD

1. The Steering Committee shall be composed of the Chairman of the Supervisory Board and his/her two deputies. The Chairman of the Supervisory Board shall be the Chairman of the Steering Committee.
2. The Steering Committee shall discuss major issues and shall prepare resolutions of the Supervisory Board. The Steering Committee may, instead of the Supervisory Board, resolve at a meeting on the approval required for measures of the Executive Board as defined in § 9

Rules of Procedure of the Supervisory Board of adidas AG