Logitech 2012 Annual Report Download - page 283

LOGITECH INTERNATIONAL S.A., APPLES
NOTES TO SWISS STATUTORY FINANCIAL STATEMENTS (continued)
Treasury shares are recorded as a long-term asset at the lower of cost or market value, however in accordance
with article 669 of the Swiss Code of Obligations, management has opted to record the treasury shares at a value
below the lower of cost or market value. The disposal of treasury shares during the period was to the Holding
Company’s directors and employees under the Holding Company’s share option and share purchase plans. The gain
or loss on the disposal of repurchased treasury shares is recorded in the statement of income.
Note 6 — Authorized and Conditional Share Capital Increases:
Conditional capital
In September 2008, the Company’s shareholders approved an amendment to the Company’s Articles of
Incorporation to reserve conditional capital of 25,000,000 shares for potential issuance on the exercise of rights
granted under the Company’s employee equity incentive plans. The shareholders also approved the creation of
conditional capital representing the issuance of up to 25,000,000 shares to cover any conversion rights under a
future convertible bond issuance. This conditional capital was created in order to provide financing flexibility for
future expansion, investments or acquisitions.
As of March 31, 2012, none of the aforementioned conditional registered shares had been issued. During fiscal
years 2012 and 2011, all employee equity incentive commitments were satisfied from treasury shares held by the
Holding Company. A description of the employee equity incentive commitments still outstanding is presented in
the consolidated financial statements of Logitech International S.A.
Note 7 — Significant Shareholders:
The Holding Company’s share capital consists of registered shares. To the knowledge of the Company, the
beneficial owners holding more than 3% of the voting rights of the Company as of March 31, 2012 were as follows:
Name
Number of
Shares(1)
% of Voting
Rights(2) Relevant Date
Daniel Borel(3) ....................................... 11,368,313 5.9% December 31, 2011
FMR LLC(4) ......................................... 11,532,789 6.0% December 31, 2011
Capital Research Global Investors(5) ...................... 16,410,000 8.6% December 31, 2011
Morgan Stanley, The Corporation Trust Company(6) ......... 12,654,812 6.6% August 2010
(1) Financial instruments other than shares are not taken into consideration for the calculation of the relevant
shareholdings.
(2) Shareholdings are calculated based on the aggregate number of voting rights entered into the Swiss commercial
register. This aggregate number was 191,606,620 voting rights as of March 31, 2012.
(3) The number of shares held includes (a) 53,000 shares held by a charitable foundation, of which Mr. Borel and
other members of his family are board members and (b) 6,500 shares held by Mr. Borel’s spouse. Mr. Borel
has not entered into any written shareholders’ agreements.
(4) Number of shares held by FMR LLC is based on a notification filed by FMR LLC with the U.S. Securities
and Exchange Commission on February 14, 2012 indicating the ownership of FMR LLC, on behalf of funds
managed by and clients of FMR LLC and its direct and indirect subsidiaries as of December 31, 2011.
(5) Number of shares held by Capital Research Global Investors, a division of CRMC (Capital Research and
Management Company), is based on a notification filed by Capital Research Global Investors with the U.S.
Securities and Exchange Commission on February 14, 2012 indicating beneficial ownership of Capital Research
Global Investors as a result of CRMC acting as investment advisor to various investment companies.
(6) On April 5, 2012, Morgan Stanley, The Corporation Trust Company notified us that as of August 2010
Morgan Stanley, The Corporation Trust Company and its subsidiaries held 12,654,812 shares.
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ANNUAL REPORT