Matth. Hohner AG

Group Management Report for Fiscal Year 2010/2011
• 8 Disclosures according to § 289 Section 4 German Commercial Code
The capital stock of Matth. Hohner AG is EUR 7,950,000.00 and is subdivided into 3,000,000 bearer shares
without any nominal value. Each share is entitled to one vote. With respect to the rights and
obligations appertaining to the shares, please refer to the applicable provisions in the Stock Corporation Act.
There are no privileges or preferences.
Upon the Supervisory Board’s approval, the Management Board is authorized to increase the Company’s
capital stock by a total of EUR 3,975,000.00 on or before November 27, 2011, either in a single transaction or
using several partial increases, by issuing new bearer shares in return for cash contributions or contributions in
kind. Shareholders shall be granted a subscription right.
However, the Management Board shall be authorized, upon the Supervisory Board’s approval, to exclude
shareholders’ subscription rights
• in the event of a capital increase against cash, if, for the purposes of §§ 203 Section 1 and Section 2,
186 Section 3 Sentence 4 German Stock Corporation Act (AktG), the total amount issued as new shares
fails to fall significantly short of the stock price of Company shares issued on identical terms at the time the
amount to be issued is set. Such exclusion of subscription rights shall be limited to a total maximum of 10 %
of the Company’s capital stock existing both at the time such authorization takes effect and such
authorization is exercised. Any shares sold or issued during the term of such authorization due to other
authorizations reflecting immediate or analogous application of § 186 Section 3 Sentence 4 German Stock
Corporation Act (AktG), resulting in subscription rights being excluded, shall be credited against such limit;
• in the event of a capital increase against contributions in kind for the purpose of acquiring companies,
business units, investments in companies, or other assets;
• to exclude residual amounts from the subscription right.
Furthermore, the Management Board is authorized to repurchase shares of the corporation until November
15, 2015. The authorization is limited to the repurchase of shares up to a proportional amount of the equity
capital of EUR 795,000.00. This is about 10 % of the existing equity capital of EUR 7,950,000.00. The time
limit only applies for purchasing and not for holding the shares.
The share repurchase is made via the stock exchange or by a purchase offer publicly addressed to the
shareholders of the corporation so that the equality principle (§53a Stock Corporation Act) is observed
If the share repurchase is made via the stock exchange, the nominal value of each share paid by the
corporation (without additional expenses of acquisition) may not exceed more than 15% or undercut more
than 15% of the average closing price of the shares of the corporation in the Regulated Unofficial Market of
the stock market in Stuttgart on the ten trading days preceding the purchase. If there is no closing price on a
trading day, the bid price is used instead, if there is no bid price the appraisal price of this trading day is used.
If the share repurchase is made by a public purchase offer to all shareholders of the corporation, the bid or
the marginal value of the bid price range for each share (without additional expenses of acquisition) may
not exceed more than 15% or undercut more than 15% of the average closing price of the shares of the
corporation in the Regulated Unofficial Market of the stock market in Stuttgart on the ten trading days
preceding the publication of the offer. If there is no closing price on a trading day, the bid price is used
instead, if there is no bid price the appraisal price of this trading day is used.
The Management Board is authorized to sell stocks via the stock exchange on behalf of the corporation,
which have been purchased under the aforementioned authorization, so that the equality principle according
to § 53a Stock Corporation Act is observed.
The Management Board is authorized to use the purchased shares as consideration in line with mergers, for
the acquisition of companies or for the shareholding in a company, provided that the respective merger or
purchase is on behalf of the company. In this case there will be no purchase right for the shareholders.
The Management Board is authorized to use acquired shares for servicing subscription rights which are
granted within one or several share option programs as far as the shareholder meeting concludes such
programs in the future. In this case the subscription right of the shareholders is excluded. Each share option
program has to be based on the following framework data:
Option rights may exclusively be granted to members of the Management Board of Matth. Hohner AG as well
as to members of the managements of affiliated companies.
Group ManaGeMent report Group ManaGeMent report
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