Logitech 2006 Annual Report Download - page 114

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Change of Control Provisions
Information concerning the provisions relating to a change of control of the Company appears in Section 7
“Mandatory Offer and Change of Control Provisions” in Exhibit 15.1 to this Form 20-F and is incorporated
herein by reference.
Disclosure of Shareholder Ownership
Information concerning ownership thresholds above which shareholder ownership must be disclosed
appears in Section 1.2 “Significant Shareholders” in Exhibit 15.1 to this Form 20-F and is incorporated herein by
reference.
C. Material Contracts
There were no material contracts entered into other than in the ordinary course of business during the
previous two years immediately preceding filing of this Annual Report on Form 20-F.
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 shareholder preemptive rights, except to the extent that these preemptive rights have been excluded or
limited by the shareholders.
In addition, U.S. securities laws may restrict the ability of U.S. ADS holders to participate in Logitech rights
offerings, share dividends or warrant dividends in the event that Logitech is unable or chooses not to register
these securities under U.S. securities laws and cannot rely on an exemption from registration. Logitech is not
currently planning any rights offering or to issue any share or warrant dividends, or any similar transaction.
Logitech may choose to do so in the future and there can be no assurance that it will be feasible to include U.S.
persons in the transaction. If Logitech does issue these types of securities in the future, it may issue them to the
Bank of New York, as Depositary under its ADS facility, which may sell the securities for the benefit of the
holders of Logitech ADSs. There can be no assurance as to the value, if any, the Depositary would receive upon
the sale of these securities.
There are no legislative or other legal provisions currently in effect in Switzerland or arising under
Logitech’s Articles of Incorporation restricting the export or import of capital, or that affect the remittance of
dividends, interest or other payments to non-resident holders of Logitech securities. Cash dividends payable in
Swiss francs on shares and ADSs may be officially transferred from Switzerland and converted into any other
convertible currency. There are no limitations imposed by Swiss laws or Logitech’s Articles of Incorporation on
the right of non-Swiss residents to hold or vote the shares or ADSs.
E. Taxation
The following is a summary of certain Swiss tax matters that may be relevant with respect to the acquisition,
ownership and disposition of registered shares or ADSs.
This summary addresses laws in Switzerland currently in effect, as well as the 1997 Convention (entered
into force on December 1997) between the United States of America and the Swiss Confederation for the
Avoidance of Double Taxation with Respect to Taxes on Income (the “Treaty”), both of which are subject to
change (or changes in interpretation), possibly with retroactive effect.
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