Logitech 2013 Annual Report Download - page 143

Under Swiss law shareholders who own voting rights exceeding certain percentage thresholds of a company
incorporated in Switzerland whose shares are listed on a stock exchange in Switzerland are required to notify the
company and the relevant Swiss exchange of such holdings. Following receipt of this notification, the company is
required to inform the public in Switzerland. The notifications are published on the website of the SIX Swiss Exchange at
http://www.six-swiss-exchange.com/shares/companies/major_shareholders_en.html?fromDate=19980101&issuer=2769.
Logitech has not been notified of any ownership of options or other derivative securities of the Company,
whether privately or publicly traded, by any significant shareholder of the Company that is not a member of the
Board of Directors or an executive officer.
1.3 Cross-shareholdings
Logitech has no shareholdings in companies that to its knowledge have shareholdings in Logitech.
2. Capital Structure
2.1 Share Capital
As of March 31, 2013, Logitech International S.A.’s nominal share capital was CHF 43,276,655, consisting of
173,106,620 shares with a par value of CHF 0.25 each.
Nominal conditional share capital designated to cover the potential issuance of shares under employee equity
incentive plans amounts to CHF 6,250,000, consisting of 25,000,000 shares. In addition, nominal conditional share
capital designated to cover conversion rights that may be granted in connection with a future issuance of debt
obligations convertible into Logitech shares amounts to CHF 6,250,000, consisting of 25,000,000 shares. 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. Under Swiss corporate law the total nominal par value of the shares authorized by
shareholders for future issuance, other than to cover derivative securities, is referred to as authorized share capital.
As of March 31, 2013, Logitech has no authorized share capital.
Conditional share capital. Under Swiss corporate law the total nominal par value of the shares authorized
by shareholders for future issuance on the conversion or exercise of derivative securities issued by a company
is referred to as conditional share capital. Under Swiss law a company must have sufficient conditional capital
or available treasury shares to cover any conversion rights under derivative securities at the time the derivative
securities are issued.
Pursuant to Article 25 of the Company’s Articles of Incorporation, the share capital of the Company may be
increased by CHF 6,250,000 through the issuance of up to 25,000,000 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. The conditional share
capital increase does not have an expiration date. The shareholders do not have pre-emptive rights to subscribe to
the newly issued shares issued out of conditional share capital. For more information on Logitech’s employee equity
incentive plans please refer to Note 4 – Employee Benefit Plans - to our Consolidated Financial Statements included
in our Annual Report.
Although the Company has been authorized by its shareholders to use conditional capital to meet its obligations
to deliver shares as a result of employee purchases or exercises under its employee equity incentive plans, the
Company has for some years used shares held in treasury to fulfill its obligations under the plans.
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