Logitech 2014 Annual Report Download - page 73

AGENDA PROPOSALS AND EXPLANATIONS
A. REPORTS
Report on Operations for the Fiscal Year Ended March 31, 2014
Senior management of Logitech International S.A. will provide the Annual General Meeting with a
presentation and report on operations of the Company for fiscal year 2014.
B. PROPOSALS
Proposal 1
Approval of the Annual Report, the Compensation Report, the Consolidated Financial Statements and the
Statutory Financial Statements of Logitech International S.A. for Fiscal Year 2014
Proposal
The Board of Directors proposes that the Annual Report, the Compensation Report, the consolidated financial
statements and the statutory financial statements of Logitech International S.A. for fiscal year 2014 be approved.
Explanation
The Logitech consolidated financial statements and the statutory financial statements of Logitech International
S.A. for fiscal year 2014 are contained in Logitech’s Annual Report, which was made available to all registered
shareholders on or before the date of this Invitation and Proxy Statement. The Annual Report also contains the report
of Logitech’s auditors, the report of the statutory auditors and additional information on the Company’s business,
organization and strategy, and information relating to corporate governance as required by the SIX Swiss Exchange
directive on corporate governance. The Compensation Report forms part of this Invitation and Proxy Statement.
Copies of the Annual Report, Invitation and Proxy Statement are available on the Internet at ir.logitech.com.
Under Swiss law, the annual report and financial statements of Swiss companies must be submitted to
shareholders for approval or disapproval at each annual general meeting. The submission of the compensation
report to a vote of shareholders as part of the approval of the annual report is a suggested best practice under
Swiss best corporate governance principles published by economiesuisse, a leading Swiss business organization.
In the event of a negative vote on this proposal by shareholders, the Board of Directors will call an extraordinary
general meeting of shareholders for re-consideration of this proposal by shareholders. Approval of this proposal
does not constitute approval or disapproval of any of the individual matters referred to in the Annual Report, the
Compensation Report or the consolidated or statutory financial statements for fiscal year 2014.
PricewaterhouseCoopers S.A., as Logitech auditors, issued an unqualified recommendation to the Annual
General Meeting that the Logitech consolidated and Logitech International S.A. financial statements be approved.
PricewaterhouseCoopers S.A. express their opinion that the “consolidated financial statements for the year ended
March 31, 2014 present fairly, in all material respects, the financial position, the results of operations and the cash
flows in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP)
and comply with Swiss law.” They further express their opinion and confirm that the financial statements and the
proposed appropriation of available earnings comply with Swiss law and the Articles of Incorporation of Logitech
International S.A.
Voting Requirement to Approve Proposal
The affirmative “FOR” vote of a majority of the votes cast in person or by proxy at the Annual General
Meeting, not counting abstentions.
Recommendation
The Board of Directors recommends a vote “FOR” approval of the Annual Report, the Compensation Report,
the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal
year 2014.
ENglISH
57