Logitech 2004 Annual Report Download - page 35

• change of the registered office of the Company; and
• dissolution without liquidation of the Company (merger).
6.3 Convocation of the General Meeting of Shareholders
The Board of Directors generally convenes a General Meeting of Shareholders. The convocation is made in
writing and is sent to each shareholder at the address recorded in the share register at least 20 days prior to the
meeting.
The Company’s share registry closes upon convocation of the meeting. Thus, only those shareholders who
are registered in the share register on the day the meeting is convened have the right to vote at the meeting.
One or more shareholders who represent together at least 10% of the share capital of the Company may
demand the Board of Directors convene a meeting. Such demands must be made in writing and received by the
Board of Directors at least 60 days before the date of the proposed meeting.
The Company has received an exemption as a foreign private issuer from compliance with a Nasdaq listing
standard that requires that the quorum for shareholder meetings be at least 33
1
⁄ 3 % of the outstanding voting
shares. Under Swiss law, public companies do not have specific quorum requirements for shareholder meetings.
Accordingly, Logitech, like most other Swiss public companies, does not observe quorum requirements with
respect to its shareholder meetings. In compliance with Swiss law, Logitech sends an invitation to all of its
shareholders and publishes the notice of the meeting in the Swiss financial press. Also, to encourage attendance,
Logitech holds its Annual General Meeting in Lausanne, close to its operations in Switzerland, and typically at
the same venue.
6.4 Shareholders’ Right to Place Items on the Agenda of a Meeting
One or more shareholders who together represent shares having an aggregate par value of one million Swiss
francs (approximately 2.1% of the Company’s share capital) may demand that an item be placed on the agenda of
a meeting. A request to place an item on the General Meeting agenda must be requested in writing, describe the
proposal and be received by the Board of Directors at least 60 days prior to the date of the General Meeting. Such
requests should be addressed to: Secretary to the Board of Directors, Logitech International S.A., CH 1143
Apples, Switzerland, or c/o Logitech Inc., 6505 Kaiser Drive, Fremont, CA 94555, USA.
The Deposit Agreement under which Logitech ADRs are issued has the effect of giving holders of Logitech
ADRs essentially the same voting interest in Logitech as if they were a holder of Logitech registered shares,
rather than Logitech ADRs. However, because The Bank of New York actually owns the Logitech registered
shares underlying the Logitech ADRs, ADR holders must rely on The Bank of New York to exercise the rights of
a shareholder.
6.5 Registration in the Company’s Share Register
Registration into the Company’s share register occurs upon request and is not subject to any condition.
Refer to section 2.6 for more information on the registration process.
7. Mandatory Offer and Change of Control Provisions
7.1 Mandatory Offer
Swiss law requires that any shareholder who acquires more than 33
1
⁄ 3 % of the voting rights of a Swiss
company whose shares are listed in whole or in part in Switzerland is required to make an offer to acquire all
listed equity securities of the company at a minimum price. Logitech International S.A.’s Articles of
CG-21