Logitech 2007 Annual Report Download - page 47

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 the 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 notice 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.
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
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 placed on
the agenda of a meeting.
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.
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.
Currently, the Company’s share register closes upon the date the notice convening a General Meeting of
CG-25
20-F
LISA