Logitech 2006 Annual Report Download - page 55

placed on the agenda of a meeting. The minimum shareholding requirement was lowered based on an amendment
to the Company’s Articles of Incorporation, approved by Logitech’s shareholders at the Company’s Annual
General Meeting in June 2005.
A request to place an item on the General Meeting agenda must be in writing, describe the proposal and be
received by the Board of Directors at least 60 days prior to the date of the General Meeting. Such requests should
be addressed to: Secretary to the Board of Directors, Logitech International S.A., CH 1143 Apples, Switzerland,
or c/o Logitech Inc., 6505 Kaiser Drive, Fremont, CA 94555, USA.
The Deposit Agreement under which Logitech ADSs are issued has the effect of giving holders of Logitech
ADSs essentially the same voting interest in Logitech as if they were a holder of Logitech registered shares,
rather than Logitech ADSs. However, because The Bank of New York actually owns the Logitech registered
shares underlying the Logitech ADSs, ADS holders must rely on The Bank of New York to exercise the rights of
a shareholder.
6.5 Registration in the Company’s Share Register
Registration into the Company’s share register occurs upon request and is not subject to any condition.
Refer to section 2.6 for more information on the registration process.
7. Mandatory Offer and Change of Control Provisions
7.1 Mandatory Offer
Swiss law requires that any shareholder who acquires more than 33
1
⁄ 3 % of the voting rights of a Swiss
company whose shares are listed in whole or in part in Switzerland is required to make an offer to acquire all
listed equity securities of the company at a minimum price. Logitech International S.A.’s Articles of
Incorporation do not remove this requirement. The Articles do not increase the participation threshold above
which an offer must be made. Consequently, any person having acquired more than a third of the Company’s
voting rights will be required to make an offer for all outstanding shares of the Company.
7.2 Change of Control Provisions
Logitech’s Executive Officers generally have Change of Control Severance Agreements with Logitech.
Under the terms of these agreements, if the Executive Officer’s employment is involuntarily terminated or they
are demoted within 12 months after a change in control of Logitech, the executive would receive his or her base
salary, annual and semiannual bonuses, and payment of health benefits for up to a year following the termination,
as well as 100% vesting of all unvested stock options. In the case of a demotion, the Executive Officer would be
required to remain employed for a period of time (generally 12 months) in order to receive these benefits.
There are no agreements providing for payment of any consideration to any non-executive Director upon
termination of his services with the Company.
8. Auditors
8.1 Duration of Mandate and Term of Office of the Independent Auditors
Under the Company’s Articles of Incorporation, the shareholders appoint the Company’s independent
auditors each year at the Annual General Meeting. Re-appointment is permitted.
The Company’s Independent Auditors are currently PricewaterhouseCoopers S.A., or PwC, Lausanne
branch, 45, Avenue C.F. Ramuz, P.O. Box 1172, CH-1001, Lausanne, Switzerland. PwC assumed its first audit
mandate for Logitech in 1988. They were reappointed as the Company’s statutory and group auditors in June
2005. Beginning in fiscal year 2006, the responsible principal audit partner has been Miguel Perry.
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