Logitech 2006 Annual Report Download - page 54

Any shareholder may be represented at a meeting by a person of its choice who need not be a shareholder of
the Company. The power of attorney must be made in writing. The use of the form prepared by the Company
may be required.
There are currently no limitations under Swiss law or in the Company’s Articles of Incorporation restricting
the rights of shareholders outside Switzerland to hold or vote registered shares or Logitech ADSs.
6.2 Shareholders’ Resolutions for which a Particular Majority is Required
In general, the resolutions of the General Meeting of Shareholders are passed with a simple majority of the
votes cast. However, the following resolutions may only be passed with a majority of two-thirds of the votes
represented.
• change in the Company’s corporate purpose;
• creation of shares with privileged voting rights;
• restriction of the transferability of shares;
• creation of authorized or conditional capital;
• capital increases to be paid-in by means of existing reserves, against contributions in kind, or conducted
with a view to the acquisition of specific assets;
• grant of special benefits;
• suppression or limitation of the shareholders’ preferential subscription right;
• change of the registered office of the Company; and
• dissolution without liquidation of the Company (merger).
6.3 Convocation of the General Meeting of Shareholders
The Board of Directors generally convenes a General Meeting of Shareholders. The convocation is made in
writing and is sent to each shareholder at the address recorded in the share register at least 20 days prior to the
meeting.
The Company’s share register closes upon convocation of the meeting. Thus, only those shareholders who
are registered in the share register on the day the meeting is convened have the right to vote at the meeting.
One or more shareholders who represent together at least 10% of the share capital of the Company may
demand the Board of Directors convene a meeting. Such demands must be made in writing and received by the
Board of Directors at least 60 days before the date of the proposed meeting.
The Company has received an exemption as a foreign private issuer from compliance with a Nasdaq listing
standard that requires that the quorum for shareholder meetings be at least 33
1
⁄ 3 % of the outstanding voting
shares. Under Swiss law, public companies do not have specific quorum requirements for shareholder meetings.
Accordingly, Logitech, like most other Swiss public companies, does not observe quorum requirements with
respect to its shareholder meetings. In compliance with Swiss law, Logitech sends an invitation to all of its
shareholders and publishes the notice of the meeting in the Swiss financial press. Also, to encourage attendance,
Logitech holds its Annual General Meeting close to its operations in Switzerland.
6.4 Shareholders’ Right to Place Items on the Agenda of a Meeting
Currently, one or more shareholders who together represent shares representing at least the lesser of (i) one
percent of the share capital or (ii) an aggregate par value of one million Swiss francs may demand that an item be
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