Logitech 2003 Annual Report Download - page 48

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approximately 2,214,545 ADSs were outstanding in the United States. At that date, the number of individual ADS
holders of record with the Bank of New York was approximately 4,165.
D. Selling Shareholder
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Set out below is certain information concerning the Company’s share capital and a brief summary of the material
provisions of the Company’s articles of incorporation and the Swiss Code of Obligations, all as currently in effect.
For a further discussion, we incorporate by reference the “Description of Logitech Shares” and the “Description of
Logitech American Depositary Shares” included in our Registration Statement on Form F-4/A filed with the United
States Securities Exchange Commission on March 13, 2001. The description is a summary, which does not purport to
be complete, and is qualified in its entirety by reference to the articles of incorporation and Swiss law.
Purpose of the Company
Article 2 of the Company’s articles of incorporation establishes that the principal object of the Company is the
coordination of the activity of its Swiss and foreign subsidiaries.
Directors
The Board of Directors may pass resolutions with respect to all matters that are not reserved to the general
meeting of shareholders. Members of the Board of Directors must retire on their seventieth birthday, except if the
Board of Directors adopts a resolution to the contrary. The retirement is effective on the date of the next general
meeting of shareholders.
Disclosure of Principal Shareholders
Under the applicable provisions of the Swiss Stock Exchange Act, shareholders (and groups of shareholders
acting in concert) who own shares or other securities representing more than 5 percent, 10 percent, 20 percent, 33 1/3
percent, 50 percent or 66 2/3 percent of the voting rights of a company incorporated in Switzerland of which at least
one class of its equity securities is listed on the Swiss Exchange are required to notify the company and the Swiss
Exchange of such holdings, whether or not the voting rights can be exercised. Following receipt of such notification,
the company is required to inform the public. The same disclosure obligation applies to subsequent reductions in the
holding of voting rights below the thresholds described above.
C. Material Contracts
In June 2001, we completed a CHF 170 million bond offering (approximately U.S. $96 million). The bonds have
a coupon rate of 1% per annum and an initial conversion price of CHF 62.4 (approximately US $46.05). The
redemption price at maturity in the event of non-conversion is 105% of the issue price.
There are no other material contracts entered into other than in the ordinary course of business.
D. Exchange Controls
As a Swiss corporation, Logitech is subject to requirements not generally applicable to United States
corporations. Among other things, Logitech’s issuances of capital stock generally must be submitted for approval at a
general meeting of shareholders. In addition, under Swiss law the issuance of capital stock is generally subject to