Logitech 2008 Annual Report Download - page 59

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CG-7
Each share entitles its owner to dividends declared, even if the owner is not registered in the share
register of the Company. Under Swiss law, a company pays dividends upon approval by its shareholders.
This request for shareholder approval typically follows the recommendation of the Board. Logitech has not
paid dividends since 1996, using retained earnings to invest in the growth of the Company and, in more
recent years, to repurchase the Company’s shares.
U n le s s t h i s r i g h t i s r e s t r i c t e d i n c o mp l i a n ce w i t h Sw i s s l aw a n d t he C o m pa n y’s A r t i cl e s of I n c or p o r a t i on ,
shareholders have the pre-emptive right to subscribe for newly issued shares. Refer to section 2.2 for a
description of the provisions of the Company’s Articles of Incorporation relating to the restriction of the
shareholders’ pre-emptive subscription rights.
2.5 Non-Voting Shares and Bonus Certificates
The Company has not issued non-voting shares (“bons de participation,” “Partizipationsscheine”).
The Company has not issued certificates or equity securities that provide financial rights in consideration
for services rendered or claims waived (referred to as “bonus certificates,” “bons de jouissance,” or
“Genussscheine”).
2.6 Limitations on Transferability and Nominee Registration
The Company and its agent, The Bank of New York Mellon Corporation, as US transfer agent,
maintain a share register that lists the names of the registered owners of the Company’s shares. Registration
in the share register occurs upon request and is not subject to any conditions. Nominee companies and
trustees can be entered into the share register with voting rights. There are no restrictions on transfers of
shares under the Company’s Articles of Incorporation or Swiss law. However, only holders of shares that are
recorded in the share register are recognized as shareholders, and a transfer of shares reflected in the share
register is recognized by the Company only to the extent we are notified of the transfer.
Refer to section 6.1 for the conditions for exercise of shareholders’ voting rights.
2.7 Conversion and Option Rights
Logitech does not have any outstanding bonds or other publicly traded securities with conversion
rights and has not issued warrants on its shares.
Logitech has issued stock options to its employees and directors. Please refer to Logitech’s
Compensation Report included with its Invitation and Proxy Statement, available at http://ir.logitech.com,
under the heading “Equity Compensation Plan Information” for details on option rights issued under our
employee equity incentive plans, as well as other information regarding those plans, and to Note 12 –
Employee Benefit Plans – included in our Consolidated Financial Statements.