Logitech 2013 Annual Report Download - page 144

In addition, pursuant to Article 26 of the Company’s Articles of Incorporation, the share capital of the
Company may also 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 conversion rights that may be
granted in connection with a future issuance of bonds convertible into Logitech shares. 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 issuable on conversion of the bonds.
The Board of Directors may limit or withdraw the shareholders’ right to subscribe for the bonds by preference
for valid reasons, in particular (a) if the bonds are issued in connection with the financing or refinancing of the
acquisition of one or more companies, businesses or parts of businesses, or (b) to facilitate the placement of the
bonds on the international markets or to increase the security holder base of the Company. If the shareholders’ right
to subscribe for the bonds by preference is limited or withdrawn, the bonds must be issued at market conditions,
the exercise period of the conversion rights must not exceed 7 years from the date of issuance of the bonds, and
the conversion price must be set at a level that is not lower than the market price of the shares preceding the
determination of the final conditions for the bonds.
2.3 Changes in Shareholders’ Equity
As of March 31, 2013, 2012 and 2011, 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,
2013 2012 2011
Share capital.......................................... CHF 43,277 CHF 47,902 CHF 47,902
Legal reserves:
General reserve
- Reserve for capital contributions...................... 1,264 9,580 9,580
- Other general reserves.............................. 9,580 — —
Reserve for treasury shares
- Reserve for treasury shares from capital contributions .... — 116,070 116,070
- Other general reserves for treasury shares .............. 172,392 217,375 165,495
Total legal reserves .................................... 183,236 343,025 291,145
Unappropriated retained earnings......................... 354,602 460,919 507,730
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CHF 581,115 CHF 851,846 CHF 846,777
The following table shows authorized and conditional share capital as of the last three fiscal year ends
(in thousands):
As of March 31,
2013 2012 2011
Authorized share capital ..................................... CHF — CHF — CHF —
First conditional share capital ................................. CHF 6,250 CHF 6,250 CHF 6,250
Second conditional share capital ............................... CHF 6,250 CHF 6,250 CHF 6,250
For information on Logitech’s shareholders’ equity as of March 31, 2013 and 2012, refer to the Swiss Statutory
Balance Sheets on page 213 of our Annual Report, Invitation and Proxy Statement.
142