Corporate Governance   



Corporate Governance at PUMA SE   



The effective implementation of corporate governance principles is an important aspect of PUMA’s corporate policy. Transparent and responsible corporate governance is a prerequisite for achieving corporate targets and for increasing the Company’s value in a sustainable manner. The Supervisory Board and the Management Board work closely with each other in the interests of the entire Company so that the Company is managed and monitored in an efficient way ensuring sustainable added value through good corporate governance.   

Corporate Governance System

Corporate Governance System





PUMA SE has a dual management and supervisory structure. The Management Board is composed of four members. The Supervisory Board is composed of six members, four of whom are elected by the Annual General Meeting and two of whom are elected by the employees. Another important corporate body is the meeting of the shareholders.


German Corporate Governance Code


Management board & supervisory board

 Management board 

Björn Gulden
Bjørn Gulden Chief Executive Officer
Anne-Laure Descours
Anne-Laure Descours Chief Sourcing Officer
ARNE FREUNDT
Arne Freundt Chief Commercial Officer
Hubert Hinterseher
Hubert Hinterseher Chief Financial Officer

 Supervisory Board


HÉLOÏSE TEMPLE-BOYER
HÉLOÏSE TEMPLE-BOYER Chair of the supervisory board
Jean Francois Palus
Jean-François Palus member of the Supervisory Board
Fiona May
Fiona May Oly INDEPENDENT MANAGEMENT CONSULTANT
Thore Ohlsson
Thore Ohlsson Deputy Chairman of the Supervisory Board
Bernd Illig
Bernd Illig Employees' Representative
Martin Koeppel
Martin Koeppel Employees' Representative
Articles of Association
Rules of procedure for the SUPERVISORY Board of PUMA SE

(Convenience Translation)



PUMA SE (the “Company, together with its affiliates according to Sections 15 et. seq. German Stock Corporation Act (Aktiengesetz, AktG), the “PUMA Group”) has a dualistic management and supervisory system consisting of a management body (the “Management Board”) and a supervisory body (the “Supervisory Board”) according to Art. 38 lit. b) alternative 1, Art. 39, Art. 40 of the Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute of a European Company (SE) (the “SE‐VO”):

Rules of procedure for the SUPERVISORY Board of PUMA SE

Rules of procedure for the MANAGEMENT BOARD of PUMA SE

(Convenience Translation)




PUMA SE (the “Company, together with its affiliates according to Sections 15 et. seq. German Stock Corporation Act (Aktiengesetz, AktG), the “PUMA Group”) has a dualistic management and supervisory system consisting of a management body (the “Management Board”) and a supervisory body (the “Supervisory Board”) according to Art. 38 lit. b) alternative 1, Art. 39, Art. 40 of the Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute of a European Company (SE) (the “SE‐VO”):

Rules of procedure for the MANAGEMENT BOARD of PUMA SE



Report by the SUPERVISORY Board of PUMA SE
Information concerning Takeovers

Information concerning Takeovers 2021  


The following information, valid December 31, 2021, is presented in accordance with Art. 9 p. 1 c) (ii) of the SE Regulation in conjunction with Sections 289a, 315a German Commercial Code (HGB). Details under Sections 289a, 315a HGB which do not apply at PUMA SE are not mentioned.


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Composition of the subscribed capital (Sections 289a [1][1], 315a [1][1] HGB) 
On the balance sheet date, subscribed capital totaled € 150,824,640.00 and was divided into 150,824,640 no- par value shares with a proportional amount in the statutory capital of € 1.00 per share. As of the balance sheet date, the Company held 1,219,040 treasury shares.


Shareholdings exceeding 10% of the voting rights (Sections 289a [1][3], 315a [1][3] HGB)
As of December 31, 2021, there was one shareholding in PUMA SE that exceeded 10% of the voting rights. It was held by the Pinault family via several companies controlled by them (ranked by size of stake held by the Pinault family: Financière Pinault S.C.A., Artémis S.A.S. and Kering S.A.). The shareholding of Kering S.A. in PUMA SE amounted to 4.0% of the share capital according to Kering’s press release from May 27, 2021. The shareholding of Artémis S.A.S. and Kering S.A. together amounts to 32.5% of the share capital.


Statutory provisions and regulations of the Articles of Association on the appointment and dismissal of the members of the Management Board and on amendments to the Articles of Association (Sections 289a [1][6], 315a [1][6] HGB)
Regarding the appointment and dismissal of the members of the Management Board, reference is made to the applicable statutory requirements of § 84 German Stock Corporation Act (AktG). Moreover, Section 7[1] of PUMA SE’s Articles of Association stipulates that Management Board shall consist of two members in the minimum; the Supervisory Board determines the number of members in the Management Board. The Supervisory Board may appoint deputy members of the Management Board and appoint a member of the Management Board as chairperson of the Management Board. Members of the Management Board may be dismissed only for good cause, within the meaning of Section 84[3] of the AktG or if the employment agreement is terminated, for which in each case a resolution must be adopted by the Supervisory Board with a simple majority of the votes cast.

Amendments to the Articles of Association of the Company require a resolution by the Annual General Meeting. Resolutions of the Annual General Meeting require a majority according to Art. 59 SE Regulation and Sections 133[1], 179 [2] [1] AktG (i.e. a simple majority of votes and a majority of at least three quarters of the share capital represented at the time the resolution is adopted). The Company has not made use of Section 51 SEAG.

 

Authority of the Management Board to issue or repurchase shares (Sections 289a [1][7], 315a [1][7] HGB)
The authority of the Management Board to issue shares result from Section 4 of the Articles of Association and from the statutory provisions:

Authorized Capital
By resolution of the Annual General Meeting on May 5, 2021, the Management Board is authorized, with approval of the Supervisory Board, to increase the share capital of the Company by up to EUR 30,000,000.00 by issuing, once or several times, new no par-value bearer shares against contributions in cash and/or kind until May 4, 2026 (Authorized Capital 2021). In case of capital increases against contributions in cash, the new shares may be acquired by one or several banks, designated by the Management Board, subject to the obligation to offer them to the shareholders for subscription (indirect pre-emption right).

The shareholders shall generally be entitled to pre-emption rights. However, the Management Board shall be authorized with approval of the Supervisory Board, to partially or completely exclude pre-emption rights

  • to avoid peak amounts;

  • in case of capital increases against contributions in cash if the pro-rated amount of the share capital

    attributable to the new shares for which pre-emption rights have been excluded does not exceed 10% of the share capital and the issue price of the newly created shares is not significantly lower than the relevant exchange price for already listed shares of the same class, Section 186 (3) sentence 4 of the German Stock Corporation Act (Aktiengesetz, AktG). The 10% limit of the share capital shall apply at the time of the resolution on this authorization by the Annual General Meeting as well as at the time of exercise of the authorization. Shares of the Company (i) which are issued or sold during the term of the Authorized Capital 2021 excluding shareholders’ pre-emption rights directly or respectively applying Section 186 (3) sentence 4 AktG or (ii) which are or can be issued to service option and convertible bonds applying Section 186 (3) sentence 4 AktG while excluding shareholders’ pre-emption rights during the term of the Authorized Capital 2021, shall be counted towards said limit of 10%;

  • in case of capital increases against contributions in cash insofar as it is required to grant pre-emption rights regarding the Company’s shares to holders of option or convertible bonds which have been or will be issued by the Company or its direct or indirect subsidiaries to such an extent to which they would be entitled after exercising option or conversion rights or fulfilling the conversion obligation as a shareholder;

  • in case of capital increases against contributions in kind for carrying out mergers or for the direct or indirect acquisition of companies, participation in companies or parts of companies or other assets including intellectual property rights and receivables against the Company or any companies controlled by it in the sense of Section 17 AktG.

 

The total amount of shares issued or to be issued based upon this authorization while excluding shareholders’ pre-emption rights may neither exceed 10% of the share capital at the time of the authorization becoming effective nor at the time of exercising the authorization; this limit must include all shares which have been disposed of or issued or are to be issued during the term of this authorization based on other authorizations while excluding pre-emption rights or which are to be issued because of an issue of option or convertible bonds during the term of this authorization while excluding pre-emption rights. The Management Board shall be entitled, with approval of the Supervisory Board, to determine the remaining terms of the rights associated with the new shares as well as the conditions of the issuance of shares. The Supervisory Board is entitled to adjust the respective version of the Company’s Articles of Association with regard to the respective use of the Authorized Capital 2021 and after the expiration of the authorization period.

The Management Board of PUMA SE did not make use of the existing Authorized Capital in the current reporting period.

Conditional Capital

The Annual General Meeting of April 12, 2018 has authorized the Management Board until April 11, 2023 with the approval of the Supervisory Board to issue once or several times, in whole or in part, and at the same time in different tranches bearer and/or registered option and/or convertible bonds, and participation rights and/or participating bonds or combinations thereof with or without maturity restrictions in the total nominal amount of up to € 1,000,000,000.00.

The share capital is conditionally increased by up to € 30,164,920.00 by issue of up to 30,164,920 new no-par value bearer shares (Conditional Capital 2018). The conditional capital increase shall only be implemented to the extent that option/conversion rights are exercised, or the option/conversion obligations are performed or tenders are carried out and to the extent that other forms of performance are not applied.

No use has been made of this authorization to date.


Authorization to acquire treasury shares
The Annual General Meeting of May 7, 2020 resolved under agenda item 6 to authorize PUMA SE to acquire and utilize treasury shares until May 6, 2025, including the authorization to sell treasury shares while excluding shareholders' pre-emption rights. The authorization from 2020 was extended by resolution of the Annual General Meeting on May 5, 2021 to the effect that the Supervisory Board was authorized to issue treasury shares to members of the Management Board as a component of Management Board remuneration, while excluding shareholders' pre-emption rights. In all other aspects, the authorization from 2020 remained unchanged.

No use has been made of the authorization to acquire treasury shares in the reporting period.

Significant agreements of the Company which are subject to a change of control as a result of a takeover bid and the resulting effects (Section 289a [1][8], 315a [1][8] HGB)
Material financing agreements of PUMA SE with its creditors contain the standard change-of-control clauses. In the case of change of control the creditor is entitled to termination and early calling-in of any outstanding amounts.

For more details, please refer to the relevant disclosures in chapter 17 of the Notes to the Consolidated Financial Statements.




Compensation report

Compensation report 2021



Compensation Report 2021

 
Corporate Governance statement
Charitable Contributions (TOP10)


Stiftung Profifussballer helfen Kindern 

 Stiftung 2 Grad, Berlin

 Global Sports & Play Initiative e.V. 

 Right to Play Deutschland gGmbH

 Unicef

SPVGG Oberrad 05

Badenstedter SC e.V.

Evang.-Luth. Kirchengemeinde

 1. FC Herzogenaurach 1916 e.V. 

Fortuna Mönchengladbach 07/10 e.V. 

Reporting System

PUMA is committed to operating legally, fairly, respectfully and ethically. We have set out the principles we follow and expect our business partners to follow in our Codes of Ethics and Conduct. Should you suspect that these principles are being breached, you can contact our Compliance Team via an external reporting platform


TAX STRATEGY

„WE PAY OUR FAIR SHARE“ is the core principle the PUMA-Group is taking into consideration for its global tax strategy. In this regard, PUMAfully commits to act in accordance with all international tax regulations and to fulfill any tax obligations arising from its business activities.


PUMA is not following artificial structures solely to save taxes by those. Of course, taxes play a role in business decisions so to know those and so to do the right thing, however, tax consequences are not the relevant drivers for failing a final sign off on business strategies in this regard.


It is key for PUMA to pay an appropriate portion of its pre-tax profit to tax administrations in the respective countries. Paying tax is accepted as a general business principle of PUMA.


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Country Disclosures

 

POLAND

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Compliance Management System