Logitech 2012 Annual Report Download - page 96

Proposal 6
Authorization to Exceed 10% Holding of Own Share Capital
Proposal
The Board of Directors proposes that shareholders authorize the Company to hold more than 10 percent of
its own shares.
Explanation
Under Swiss corporate law, shares that are repurchased are not automatically cancelled, but instead are held
in the Company’s treasury pending either shareholder approval of their cancellation or re-use by the Company
to cover issuance obligations, subject to certain time limits and procedures. Members of the Board of Directors
may be exposed to personal liability under Swiss law for harm to the company as a result of it holding more than
10 percent of its own shares. Approval of this proposal may lessen the potential personal liability of the members
of the Board of Directors in such a circumstance.
Shareholders authorized the Company to hold more than 10 percent of its own shares, to the extent that the
own shares exceeding the 10 percent ownership threshold are being repurchased with a view to being cancelled
at the 2012 and/or 2013 Annual General Meeting of the Company. Since the November 11, 2011 approval by the
Swiss Takeover Board and the SIX Swiss Exchange, the Company has been making repurchases under its stock
repurchase program through a “second trading line” that permits the Company to comply with its obligations under
the Swiss tax laws in connection with repurchasing shares above the 10 percent threshold.
As of June 30, 2012, Logitech held approximately 18.6 percent of its own shares in its treasury and, under
share repurchase plans authorized by the Board of Directors, the Company may acquire up to approximately US
$4.4 million of additional shares. Even after taking into account the share cancellation in Proposal 4, if approved
by shareholders, and holding all other factors constant as of June 30, 2012, the Company will continue to hold
approximately 9.8 percent of its own shares in treasury. If the Company continues repurchases under its stock
repurchase program, it may again accumulate shares in treasury approaching or exceeding 10 percent of its
issued capital.
In order to provide the Company with continued flexibility in the management of its capital, the Board of
Directors seeks authorization to cause the Company to hold more than 10 percent of its own shares, to the extent
that the shares exceeding the 10 percent ownership threshold are being repurchased, over a second trading line
or otherwise, with a view to being cancelled. In the event of a negative vote on this proposal by shareholders, the
Board of Directors will cause the Company not to exceed a 10 percent holding of its own shares.
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 and not counting the votes of any member of the Board of Directors, any Logitech
executive officers or any votes represented by Logitech.
Recommendation
The Board of Directors recommends a vote “FOR” approval of the following resolution:
“The Company shall be authorized to hold more than 10 per cent of its own shares, to the extent that the own
shares exceeding the 10 percent ownership threshold are being repurchased, over a second trading line or
otherwise, with a view to being cancelled on the occasion of a reduction of share capital, to be proposed to the
Annual General Meeting of the Company in 2013 and/or 2014.”
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