Logitech 2011 Annual Report Download - page 186

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5. Compensation, Shareholdings and Loans
Please refer to Logitech’s Compensation Report on pages 91 to 126 of our Annual Report, Invitation and
Proxy Statement for our 2011 Annual General Meeting, of which this Report is a part, for information on Logitech’s
compensation of its Board members and executive officers, and regarding how and why we make compensation
decisions.
In addition, for information required to be disclosed under Swiss law regarding compensation during fiscal
year 2011 of the individual members of the Board and of the executive officers, in aggregate, and regarding the
security ownership of members of the Board of Directors and of Logitech executive officers as of March 31, 2011,
among other disclosures, please refer to Note 18 – Other Disclosures Required by Swiss Law – in the Consolidated
Financial Statements included in the 2011 Annual Report.
6. Shareholders’ Participation Rights
6.1 Exercise and Limitations to Shareholders’ Voting Rights
Each registered share confers the right to one vote at a general meeting of shareholders. There are no limitations
to the number of voting rights that a shareholder or group of shareholders is entitled to exercise, and there are no
preferential voting rights. To exercise voting rights at a general meeting of shareholders, a shareholder must have
registered their shares by the date set by the Board of Directors for the closing of the share register before each
general meeting of shareholders. Refer to section 2.6 for more information on the registration process.
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 a 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 Logitech shares.
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, a number of resolutions may only be passed with a majority of two-thirds of the votes represented,
including the following.
• 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
• liquidation of the Company.
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 under Swiss law must be sent to each registered shareholder at the address recorded in the share
register at least 20 days prior to the meeting.