Logitech 2013 Annual Report Download - page 26

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 delivery 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.
At the Company’s 2012 Annual General Meeting, 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 2013 and/or 2014 Annual General Meetings 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, 2013, Logitech held approximately 8 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 $4,434,788 of additional shares until August 10, 2013. If the Company continues repurchases under its current
stock repurchase program or begins a new 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 2014 and/or 2015.”
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