Logitech 2015 Annual Report Download - page 163

Under Swiss law shareholders who own voting rights exceeding certain percentage thresholds of
a company incorporated in Switzerland whose shares are listed on a stock exchange in Switzerland are
required to notify the company and the relevant Swiss exchange of such holdings. Following receipt of this
notification, the company is required to inform the public in Switzerland. The notifications are published
on the website of the SIX Swiss Exchange at http://www.six-swiss-exchange.com/shares/companies/
major_shareholders_en.html ?fromDate=19980101&issuer=2769.
Logitech has not been notified of any ownership of options or other derivative securities of the
Company, whether privately or publicly traded, by any significant shareholder of the Company that is not
a member of the Board of Directors or an executive officer.
1.3 Cross-shareholdings
Logitech has no shareholdings in companies that to its knowledge have shareholdings in Logitech.
2. Capital Structure
2.1 Share Capital
As of March 31, 2015, Logitech International S.A.’s nominal share capital was CHF 43,276,655,
consisting of 173,106,620 shares with a par value of CHF 0.25 each.
Nominal conditional share capital designated to cover the potential issuance of shares under
employee equity incentive plans amounts to CHF 6,250,000, consisting of 25,000,000 shares. In addition,
nominal conditional share capital designated to cover conversion rights that may be granted in connection
with a future issuance of debt obligations convertible into Logitech shares amounts to CHF 6,250,000,
consisting of 25,000,000 shares. Refer to section 2.2 for more information on the Company’s authorized
and conditional capital.
2.2 Details on the Company’s Authorized and Conditional Share Capital
Authorized share capital. Under Swiss corporate law the total nominal par value of the shares
authorized by shareholders for future issuance, other than to cover derivative securities, is referred to as
authorized share capital. As of March 31, 2015, Logitech has no authorized share capital.
Conditional share capital. Under Swiss corporate law the total nominal par value of the shares
authorized by shareholders for future issuance on the conversion or exercise of derivative securities
issued by a company is referred to as conditional share capital. Under Swiss law a company must have
sufficient conditional capital or available treasury shares to cover any conversion rights under derivative
securities at the time the derivative securities are issued.
Pursuant to Article 25 of the Company’s Articles of Incorporation, the share capital of the Company
may be increased by CHF 6,250,000 through the issuance of up to 25,000,000 shares with a par value
of CHF 0.25 each. The purpose of this conditional share capital is to cover option or other equity rights
granted or that may be granted to employees, officers and directors of Logitech under its employee equity
incentive plans. The conditional share capital increase does not have an expiration date. The shareholders
do not have pre-emptive rights to subscribe to the newly issued shares issued out of conditional share
capital. For more information on Logitech’s employee equity incentive plans please refer to Note 4 –
Employee Benefit Plans - to our Consolidated Financial Statements included in our Annual Report.
Although the Company has been authorized by its shareholders to use conditional capital to meet
its obligations to deliver shares as a result of employee purchases or exercises under its employee equity
incentive plans, the Company has for some years used shares held in treasury to fulfill its obligations
under the plans.
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Annual Report Fiscal Year 2015