Matth. Hohner AG

Notes to the Consolidated Financial Statements for Business Year 2010/2011
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.
The option rights become effective under the condition that the budgeted earning targets of the group are
fulfilled, as well as that the budgeted earning targets for managing directors of the subsidiaries are fulfilled for
the respective company at the time when the subscription rights are granted.
The option rights can be granted in one or several parts until 2020. The option rights can be exercised for the
first time after the expiration of the waiting period of four years after the granting of the options rights.
When exercising the option right the shares are issued at a maximum of five percent under the day’s rate at
the time of granting the option.
The Management Board is authorized to collect own shares without further shareholder meeting resolution.
The collection can be limited to a part of the repurchased own shares. The authorization for the collection
can be used once or several times. The Supervisory Board is authorized to change the version of the articles of
association according to the extent of the collection.
The aforementioned authorizations can be used entirely or in several parts, once or several times, alternatively
or cumulatively.
In January 2011, Matt. Hohner AG announced according to § 246 (4) sentence 1 German Stock Corporation
Act (AktG) that all three shareholders of the company have taken action for annulment against the decision of
the shareholders’ meeting in 2010 which on the one hand permits to buy own shares and on the other hand
to use own shares excluding warrants. Up to the balance sheet date no court decision has been made about
this law suit.
Revenue reserves
Legal reserve
An amount of TEUR 21 (prior year: TEUR 26) was added in accordance with § 150 Section 2 of the
German Stock Corporation Act (AktG).
Other revenue reserves
Prior year’s retained earnings in the amount of TEUR 244 were completely added to the other revenue
reserves.
Consolidated retained earnings
In the prior year the retained earnings of Math. Hohner AG in the amount of TEUR 244 was totally added
to the revenue reserves according to the decision of the shareholders’ meeting dated November 16, 2010.
Against this decision a shareholder has taken action for annulment. In this context we like to refer to our
announcement according to § 246 (4) sentence 1 German Stock Corporation Act (AktG) of January 2011.
Notes to the CoNsolidated FiNaNCial statemeNts Notes to the CoNsolidated FiNaNCial statemeNts
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