Logitech 2011 Annual Report Download - page 183

ANNUAl REPORT
171
For further information on Logitech’s share repurchases please refer to “Additional Financial Disclosures –
Market for Logitech’s Shares, Related Shareholder Matters, and Share Repurchases” in our Annual Report.
2.4 Share Categories
Registered Shares. Logitech International S.A. has only one category of shares – registered shares with a par
value of CHF 0.25 per share. Each of the 191,606,620 issued shares carries the same rights. There are no preferential
rights. However, a shareholder must be entered in the share register of the Company to exercise voting rights and the
rights deriving therefrom (such as the right to convene a general meeting of shareholders or the right to put an item
on the meeting’s agenda). Refer to section 6 for an outline of participation rights of the Company’s shareholders.
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.
Unless this right is restricted in compliance with Swiss law and the Company’s Articles of Incorporation,
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, 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 and restricted stock units, including performance-based restricted stock
units, to its employees and directors. Please refer to Logitech’s Compensation Report included with this Annual
Report, Invitation and Proxy Statement, under the heading “Equity Compensation Plan Information” at pages 125
to 126, for details on option rights and restricted stock units 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.
3. The Board of Directors
For the current members of our Board of Directors, further information regarding the Board of Directors,
Board Committees, and the allocation of responsibility between the Board of Directors and executive officers,
please see our Annual Report, Invitation and Proxy Statement for the 2011 Annual General Meeting, under the
heading “Corporate Governance and Board of Directors Matters” at pages 69 to 90.