Logitech 2006 Annual Report Download - page 35

Logitech (Jersey) Ltd., a wholly owned subsidiary of Logitech International S.A., with its registered office
in St. Helier, Jersey, Channel Islands, was the issuer of 1% convertible bonds of CHF 170.0 million issued in
June 2001 (refer to section 2.7 below for more information on Logitech’s convertible bonds). On August 31,
2005, the Company exercised its right to call the convertible bonds for early redemption in accordance with the
terms of the bonds. As of November 11, 2005, all outstanding bonds had been presented for conversion into
5,448,693 Logitech registered shares at the conversion price of CHF 31.20 per share. The conversion was
satisfied through delivery of treasury shares.
Logitech International S.A. directly or indirectly owns 100% of all the companies in the Logitech Group,
through which it carries on its business and operations. Principal operating subsidiaries include: Logitech Europe
S.A., Logitech Hong Kong, Ltd., Logitech, Inc., Logitech Technology (Suzhou) Co. Ltd. and Logitech Far East,
Ltd. For a list of Logitech subsidiaries, refer to the table on page CG-25. None of Logitech International S.A.’s
subsidiaries has securities listed on a stock exchange as of March 31, 2006.
1.2 Significant Shareholders
To the knowledge of the Company, the beneficial owners holding more than 5% of the voting rights of the
Company as of March 31, 2006 were as follows:
Name
Number of
Shares(2)
% of Voting
Rights(3) Relevant Date(4)
DanielBorel(1) ............................... 6,120,000 6.4% March 31, 2006
(1) Mr. Borel has not entered into any written shareholders’ agreement.
(2) Includes shares represented by ADSs. In compliance with Article 20 of the Swiss Federal Act on Stock
Exchanges and Securities Trading of March 24, 1995, or SESTA, and Article 13 of the Ordinance of the
Swiss Federal Banking Commission on Stock Exchanges and Securities Trading of June 25, 1997, or
SESTO-FBC, conversion and acquisition rights are not taken into consideration for the calculation of the
relevant shareholdings, unless such rights entitle their holders to acquire, upon exercise, at least 5% of the
Company’s voting rights.
(3) In compliance with Article 19 paragraph 2 of SESTO-FBC, shareholdings are calculated based on the
aggregate number of voting rights entered into the Swiss commercial register. This aggregate number was
95,803,310 voting rights as of March 31, 2006.
(4) For the Company, Directors and Executive Officers, the relevant date is the last day of the fiscal year.
Based on a SEC filing by FMR Corp. on February 14, 2006, FMR Corp. was the beneficial holder under
applicable US securities laws of 7,098,170 Logitech shares and/or ADSs, representing approximately 7.4% of the
Company’s aggregate voting rights, as of December 31, 2005. FMR Corp. is the parent company of Fidelity
Investments, a U.S.-based mutual fund company, and its beneficial ownership is as a result of holdings through
one or more of its funds. On March 21, 2006 FMR Corp. notified the Company that its shareholdings had fallen
to 4.96% of the Company’s aggregate voting rights on March 15, 2006.
SESTA requires shareholders who own voting rights exceeding certain percentage thresholds of a company
incorporated in Switzerland whose shares are listed on a stock exchange in Switzerland to notify the company
and the relevant Swiss exchange of such holdings. Following receipt of this notification, the company is required
to inform the public in Switzerland. The Company announced in the Swiss Official Gazette of Commerce dated
October 26, 2005 that the holdings of its own shares had fallen below 5% of the total voting rights. During fiscal
year 2006, the Company was not otherwise required to make any such announcements in compliance with
SESTA.
1.3 Cross-shareholdings
Logitech has no shareholdings in companies that to its knowledge have shareholdings in the Company.
CG-3
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