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## Authorized Capital 

Pursuant to Article 4, items 6 and 7 of the PUMA AG Articles of Association, the Board is authorized, with the approval of the 

• through the issuance of new shares once or repeatedly in exchange for contributions in cash by a total of up to € 11,520,000.00; the shareholders are to be granted a subscription right. However, the Board of Management is 

• through the issuance of new shares once or repeatedly in exchange for contributions in cash by a total of up to € 3,840,000.00. Given the approval of the Supervisory Board, an exclusion of the subscription right is admissible either in full or in part in the event of a capital increase in exchange for cash contributions, if the issue price of the new shares does not fall significantly below the market price of already listed, equally 

## Conditional Capital 

Pursuant to Article 4 (items 3 and 4) of the Articles of Association, the capital was subject to a conditional increase by € 0.8 million (conditional capital 1997 and 1999). The conditional capital serves to finance the convertible bonds issued to management within the scope of the long-term investment program (see Paragraph 20 of these Notes). Most of the convertible bonds have already been converted. Conditional capital as of the balance sheet date amounts to € 0.3 million. 

## Dividends 

The amounts eligible for distribution relate to the balance sheet profit of PUMA AG which are determined in accordance with German Commercial Law. 

The Board of Management proposes that a dividend of € 1.00 per share or a total of € 16.1 million from the PUMA AG balance sheet profit be approved for distribution to the shareholders. A dividend of € 0.70 per share or, in total, € 11.2 million was distributed for 

Supervisory Board, to increase the nominal capital up to May 13, 2007 

authorized, with the approval of the Supervisory Board, to exclude the shareholders’ subscription right in order to avoid fractional amounts (Authorized Capital I); and 

equipped shares at the time of final determination of the issue price. If the Board of Management does not make use of the authorization to exclude the subscription right, it may exclude shareholders’ subscription rights – with the approval of the Supervisory Board – only in order to compensate for possible fractional amounts (Authorized Capital II). 

In addition, pursuant to Article 4 (item 5) of the Articles of Association, further conditional capital to the amount of € 3.9 million was created with the purpose of financing a total 1,530,000 stock options. The stock options are or were issued to management within the scope of the Stock Option Program. As of December 31, 2004, conditional capital amounting to € 1.9 million is available. 

2003. The increase in dividend distribution corresponds to the increase in net earnings 

Use of balance sheet profit of PUMA AG: 

<img src='content_image/28128.jpg'>

