Logitech 2005 Annual Report Download - page 18

Logitech ADRs. Through an arrangement with The Bank of New York, as depositary, Logitech American
Depository Receipts, or ADRs, trade on the Nasdaq National Market. Each ADR represents one Logitech
registered share. The ADRs are issued by The Bank of New York pursuant to a Deposit Agreement, dated March
27, 1997, as amended, between Logitech, The Bank of New York, as depositary, and owners and beneficial
owners of ADS. The Deposit Agreement governs the rights of holders of Logitech ADRs and has the effect of
giving holders of ADRs the same economic and voting interest in Logitech as if they were a holder of Logitech
registered shares. However, because The Bank of New York actually owns the Logitech registered shares
underlying the Logitech ADRs, ADR holders must rely on The Bank of New York to exercise the rights of a
shareholder by instructing the depositary in writing the manner in which they wish to vote or exercise their rights
as shareholders. The depositary, subject to Swiss laws and the Company’s Articles of Incorporation, is required
to vote or exercise such rights as instructed. Each ADR entitles its owner to dividends declared, if any, in respect
of Logitech registered shares underlying the ADRs, subject to the terms of the Deposit Agreement. Any cash
dividends by Logitech to its shareholders paid in Swiss francs will be converted by the depositary to U.S. dollars
and paid by the depositary to holders of ADRs, net of conversion expenses, and in accordance with the Deposit
Agreement. As of March 31, 2005, according to the records of The Bank of New York, approximately 6,781,126
ADRs were outstanding in the United States. At that date, the number of individual ADR holders of record with
The Bank of New York was approximately 4,869.
2.5 Bonus Certificates
The Company has not issued certificates or equity securities that provide financial rights in consideration for
services rendered or claims waived (“bonus certificates,” “bons de jouissance,” “Genussscheine”).
2.6 Limitations on Transferability and Nominee Registration
The Company maintains a share register that lists the names of the registered owners and beneficiaries of
the shares. Registration in the Company’s share register occurs upon request and is not subject to any condition.
Shareholders can be entered into the share register with voting rights even if they are holding their shares for the
account of a third party (nominee registration).
Refer to section 6.1 for the conditions of exercise of the shareholders’ voting rights.
2.7 Conversion and Option Rights
Conversion Rights. In June 2001, Logitech issued through its wholly owned subsidiary Logitech (Jersey)
Ltd. CHF 170.0 million ($95.6 million based on exchange rates at date of issuance) aggregate principal amount
of its 1% convertible bonds, which mature in June 2006. The convertible bonds were issued in denominations of
CHF 5,000 at par value, with interest at 1.00% payable annually, and final redemption in June 2006 at 105%,
representing a yield to maturity of 1.96%. The bonds may be redeemed on notice if the closing price of its
registered shares is at least 150% of the conversion price on 20 consecutive trading days, or if 95% of the bonds
have been converted. Unless Logitech redeems the bonds early, bondholders may convert their bonds at any time
until June 5, 2006 into registered shares of Logitech International S.A. at the conversion price of CHF 62.40
($52.24 based on exchange rates at March 31, 2005) per share. The Company’s shareholders were not given the
preferential right to subscribe to the convertible bonds. The convertible bonds are listed on the SWX Swiss
Exchange. Should all the conversion rights be exercised, the bonds would be converted into 2,724,358 registered
shares of Logitech International S.A., representing 5.7% of the Company’s current share capital and voting rights
as of March 31, 2005.
Logitech has not issued any other bonds.
Warrants. Logitech has not issued warrants on its shares.
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