Logitech 2012 Annual Report Download - page 87

Explanation
The Board of Directors is proposing that, in lieu of a dividend out of available earnings, the Company
distributes qualifying additional paid-in capital out of its capital contribution reserves. This cash distribution
of qualifying additional paid-in capital would be a one-time distribution based on the significant decline in the
Company’s stock price during fiscal year 2012, the availability of additional paid-in capital and the opportunity to
reward our shareholders for their commitment to the Company.
Under the favorable current Swiss tax regime and contrary to dividends out of available earnings, distributions
made out of qualifying additional paid-in capital are not subject to Swiss federal withholding tax.
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
Subject to Proposal 3.1 above having been approved, the Board of Directors recommends a vote “FOR”
approval of the reclassification of the Company’s capital contribution reserves as free reserves in an amount of CHF
125,650,814 and the distribution of such free reserves to shareholders in an amount of approximately CHF 0.81 per
share,* up to an aggregate amount of CHF 125,650,814.
Proposal 4
Reduction of Share Capital by Cancellation of Repurchased Shares
Proposal
The Board of Directors proposes that 18.5 million shares repurchased under the buyback program that was
authorized by the Board of Directors in September 2008, as amended in November 2011, be cancelled, that the
share capital of the Company be reduced by CHF 4,625,000 from CHF 47,901,655 to CHF 43,276,655, and that the
Articles of Incorporation of the Company be amended as follows:
Article 3 (Current Text): Article 3 (New Text):
The share capital is fixed at CHF 47,901,655 (forty-
seven million nine hundred one thousand six hundred
fifty-five Swiss francs), entirely paid in.
The share capital is fixed at CHF 43,276,655 (forty-three
million two hundred seventy-six thousand six hundred
fifty-five Swiss francs), entirely paid in.
It is divided into 191,606,620 (one hundred ninety-one
million six hundred six thousand six hundred twenty)
registered shares with a nominal value of CHF 0.25
(twenty-five centimes) each.
It is divided into 173,106,620 (one hundred seventy-
three million one hundred six thousand six hundred
twenty) registered shares with a nominal value of CHF
0.25 (twenty-five centimes) each.
Explanation
In September 2008, the Board of Directors approved a share buyback program which authorizes the Company
to invest up to US $250 million to purchase its own shares. In November 2011, the Company received approval from
the Swiss regulatory authorities for an amendment to the September 2008 share buyback program to enable future
repurchases of shares for cancellation, up to a total of 28.5 million shares.
* Calculated based on 155,960,117 shares outstanding, net of treasury shares, as of June 30, 2012. Distribution-
bearing shares are all shares issued except for treasury shares held by Logitech International S.A. on the day
preceding the payment of the distribution.
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