Capital structure

Capital/shares and participation certificates
As at 31 December 2011, Phoenix Mecano AG’s share capital was fully paid up and consisted of 978 000 bearer shares (securities No. Inh. 218781; Reuters: PM.S; Telekurs/Telerate: PM) with a par value of CHF 1.00. All shares, apart from those owned by the company, fully entitle the bearer to vote and receive a dividend. As at the balance sheet date, the company owned 4 520 treasury bearer shares. There are no nominal shares and no participation or dividend-right certificates.

Contingent and authorised capital
At present the Group has no contingent or authorised capital.

Changes in capital
There was no change in capital in 2011. The Shareholders’ General Meeting of 28 May 2010 approved the cancellation of 10 000 shares from the 2008/2009 buy-back programme. The share capital was reduced from CHF 988 000 to CHF 978 000, with effect from 2 September 2010, and was then re-divided into 978 000 bearer shares with a par value of CHF 1.00 each. Pursuant to a decision by the Shareholders’ General Meeting of 5 June 2009, 81 500 bought-back shares were cancelled from the 2007/2008 and 2008/2009 share buy-back programmes and the share capital reduced from CHF 1 069 500 to CHF 988 000, with effect from 28 September 2009. No changes in capital took place in 2008 and 2007. Following a decision by the Shareholders’ General Meeting of 26 May 2006, the share capital was reduced from CHF 1 100 000 to CHF 1 069 500 as of 15 September 2006 by cancelling 30 500 shares from the 2005/2006 share buy-back programme.

Limitations on transferability and nominee registrations
Since Phoenix Mecano has no nominal shares, there are no limits on transferability.

Convertible bonds and options
There are no convertible bonds and no options.