Logitech 2011 Annual Report Download - page 78

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(all numbers in thousands)
Retained earnings at beginning of fiscal year 2011 . . . . . . . . . . . CHF 349,312
Appropriation of retained earnings resolved by
the 2010 Annual General Meeting-Dividend . . . . . . . . . . . . . . CHF —
Release from reserve for treasury shares .................... CHF 138,205
Net income for fiscal year 2011 ........................... CHF 20,213
Retained earnings at the disposal of the Annual
General Meeting at the end of fiscal year 2011 . . . . . . . . . . . . CHF 507,730
Explanation
Under Swiss law the use of retained earnings must be submitted to shareholders for approval or disapproval
at each annual general meeting. The retained earnings at the disposal of Logitech shareholders at the 2011 Annual
General Meeting are the earnings of Logitech International S.A., the Logitech parent holding company.
The Board of Directors continues to believe that it is in the best interests of Logitech and its shareholders to
retain Logitech’s earnings for future investment in the growth of Logitech’s business, for share repurchases, and for
the possible acquisition of other companies or lines of business. Accordingly, the Board is proposing that no dividend
be paid to shareholders and all retained earnings at the disposal of the Annual General Meeting be carried forward.
In the event of a negative vote on this proposal by shareholders, the Board of Directors will take the vote of
the shareholders into consideration, and call an extraordinary general meeting of shareholders for re-consideration
by shareholders of this proposal or a revised proposal.
Voting Requirement to Approve Proposal
The affirmative “FOR” vote of a majority of the votes cast in person or by proxy at the Annual General
Meeting, not counting abstentions.
Recommendation
The Board of Directors recommends a vote “FOR” approval of the appropriation of retained earnings without
the payment of a dividend.
Proposal 7
Release of the Board of Directors and Executive Officers from Liability for Activities during Fiscal Year 2011
Proposal
The Board of Directors proposes that shareholders release the members of the Board of Directors and Executive
Officers from liability for activities during fiscal year 2011.
Explanation
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the
Swiss Code of Obligations, shareholders are requested to release the members of the Board of Directors and the
Executive Officers from liability for their activities during fiscal year 2011 that have been disclosed to shareholders.
This release from liability exempts members of the Board of Directors or Executive Officers from liability claims
brought by the Company or its shareholders on behalf of the Company against any of them for activities carried out
during fiscal year 2011 relating to facts that have been disclosed to shareholders. Shareholders that do not vote in
favor of the proposal, or acquire their shares after the vote without knowledge of the approval of this resolution, are
not bound by the result for a period ending six months after the vote.