Logitech 2007 Annual Report Download - page 26

An additional 40 million shares have been authorized for issuance by the shareholders. In addition,
conditional share capital designated to cover employee and director option and stock purchase plan rights
amounted to CHF 15,165,465 and conditional capital designated to cover conversion rights granted in connection
with the issue of convertible bonds amounted to CHF 2,725,000. Refer to section 2.2 for more information on the
Company’s authorized and conditional capital.
2.2 Details on the Company’s Authorized and Conditional Share Capital
Authorized share capital. Pursuant to Article 25 of the Company’s Articles of Incorporation, the Board is
authorized to increase the share capital of the Company by CHF 10,000,000 through the issuance of up to
40 million shares with a par value of CHF 0.25 each, to be fully paid-in. This authorization expires at the
Company’s Annual General Meeting in 2008. The Board of Directors may restrict the shareholders’ right to
subscribe to the newly issued shares by preference, in particular if the shares are placed on international markets
or issued in connection with an acquisition or merger. The unexercised preferential subscription rights revert to
the Company and their use may be directed by the Board of Directors. The Board sets the price at which the
shares will be issued, the manner in which the newly issued shares must be paid-in, and the conditions under
which preferential subscription rights can be exercised.
First conditional share capital.Pursuant to Article 26 of the Company’s Articles of Incorporation, the
share capital of the Company may be increased by CHF 15,165,465 through the issuance of up to 60,661,860
shares with a par value of CHF 0.25 each. The purpose of this conditional share capital is to cover option or other
equity rights granted or that may be granted to employees, officers and directors of Logitech under its employee
equity incentive plans (refer to section 2.7 for information on Logitech’s stock purchase and stock option plans).
The conditional share capital increase does not have an expiration date. The shareholders do not have the
preferential right to subscribe to the newly issued shares.
Second conditional share capital. Pursuant to Article 27 of the Company’s Articles of Incorporation, the
share capital of the Company may be increased by CHF 2,725,000 through the issuance of up to 10,900,000
shares with a par value of CHF 0.25 each. The purpose of this conditional share capital was to cover conversion
rights granted in connection with the issuance of Logitech’s convertible bonds in 2001. However, during the
2006 fiscal year the Company satisfied its conversion obligations under the convertible bonds through the
delivery of treasury shares rather than the use of conditional capital. As a result, the Company expects to cancel
this conditional capital in fiscal year 2008.
2.3 Changes in Shareholders’ Equity
As of March 31, 2007, 2006, 2005 and 2004, balances in shareholders’ equity of Logitech International
S.A., based on the parent company’s Swiss Statutory Financial Statements, were as follows (in thousands):
As of March 31,
2007 2006 2005 2004
Share capital ............................. CHF47,902 CHF 47,902 CHF 47,902 CHF 47,902
Legal reserves:
General reserve ....................... 9,580 9,580 9,580 66,319
Reserve for treasury shares ............. 272,844 238,707 217,873 136,590
Unappropriated retained earnings ........ 378,300 352,032 327,892 256,964
Total shareholders’ equity .................. CHF708,626 CHF 648,221 CHF 603,247 CHF 507,775
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