Logitech 2014 Annual Report Download - page 228

Unless this right is restricted in compliance with Swiss law and the Company’s Articles of Incorporation,
shareholders have the pre-emptive right to subscribe for newly issued shares. Refer to section 2.2 for a description of
the provisions of the Company’s Articles of Incorporation relating to the restriction of the shareholders’ pre-emptive
subscription rights.
2.5 Non-Voting Shares and Bonus Certificates
The Company has not issued non-voting shares (“bons de participation,” “Partizipationsscheine”). The
Company has not issued certificates or equity securities that provide financial rights in consideration for services
rendered or claims waived (referred to as “bonus certificates,” “bons de jouissance,” or “Genussscheine”).
2.6 Limitations on Transferability and Nominee Registration
The Company and its agent, Compushare, as U.S. transfer agent, maintain a share register that lists the names
of the registered owners of the Company’s shares. Registration in the share register occurs upon request and is
not subject to any conditions. Nominee companies and trustees can be entered into the share register with voting
rights. There are no restrictions on transfers of shares under the Company’s Articles of Incorporation or Swiss
law. However, only holders of shares that are recorded in the share register are recognized as shareholders, and a
transfer of shares reflected in the share register is recognized by the Company only to the extent we are notified of
the transfer.
Refer to section 6.1 for the conditions for exercise of shareholders’ voting rights.
2.7 Conversion and Option Rights
Logitech does not have any outstanding bonds or other publicly traded securities with conversion rights and
has not issued warrants on its shares.
Logitech has issued stock options, including performance-based stock options and premium-priced stock
options, and restricted stock units, including performance-based restricted stock units, to its employees and
directors. Please refer to Logitech’s Compensation Report included with this Annual Report, Invitation and Proxy
Statement, under the heading “Equity Compensation Plan Information” at pages 126 to 127, for details on option
rights and restricted stock units issued under our employee equity incentive plans, as well as other information
regarding those plans, and to Note 5 – Employee Benefit Plans – included in our Consolidated Financial Statements.
3. The Board of Directors
For the current members of our Board of Directors, further information regarding the Board of Directors,
Board Committees, and the allocation of responsibility between the Board of Directors and executive officers,
please see our Annual Report, Invitation and Proxy Statement for the 2014 Annual General Meeting, under the
heading “Corporate Governance and Board of Directors Matters” at pages 68 to 81.
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