Logitech 2015 Annual Report Download - page 166

2.4 Share Categories
Registered Shares. Logitech International S.A. has only one category of shares – registered
shares with a par value of CHF 0.25 per share. Each of the 173,106,620 issued shares carries the same
rights. There are no preferential rights. However, a shareholder must be entered in the share register of
the Company to exercise voting rights and the rights deriving therefrom (such as the right to convene a
general meeting of shareholders or the right to put an item on the meeting’s agenda). Refer to section 6
for an outline of participation rights of the Company’s shareholders.
Each share entitles its owner to dividends declared, even if the owner is not registered in the share
register of the Company. Under Swiss law, a company pays dividends upon approval by its shareholders.
This request for shareholder approval typically follows the recommendation of the Board. Until 2013,
other than a one-time distribution to shareholders of additional paid-in capital out of its capital contribution
reserves in fiscal year 2012, Logitech had not paid dividends since 1996, using retained earnings to
invest in the growth of the Company and, in more recent years, to repurchase the Company’s shares. In
2013, the Board proposed that, beginning with fiscal year 2013 and subject to approval by the Company’s
shareholders and statutory auditors each year, Logitech distribute a recurring annual gross dividend. In
2013, Logitech distributed a gross dividend of CHF 0.21 per share. Last year, the Board distributed a gross
dividend of CHF 0.2625 per share. On March 10, 2015, the Board approved, subject to approval by the
Company’s shareholders and other Swiss statutory requirements, a gross dividend of approximately CHF
0.5025 per share (based on an approved gross aggregate dividend of $85,000,000 and the exchange
rate and shares outstanding as of March 31, 2015 – see “Proposal 3 – Appropriation of Retained Earnings
and Declaration of Dividend” in our Proxy Statement.
Unless this right is restricted in compliance with Swiss law and the Company’s Articles of
Incorporation, shareholders have the pre-emptive right to subscribe for newly issued shares. Refer to
section 2.2 for a description of the provisions of the Company’s Articles of Incorporation relating to the
restriction of the shareholders’ pre-emptive subscription rights.
2.5 Non-Voting Shares and Bonus Certificates
The Company has not issued non-voting shares (“bons de participation,” “Partizipationsscheine”).
The Company has not issued certificates or equity securities that provide financial rights in consideration
for services rendered or claims waived (referred to as “bonus certificates,” “bons de jouissance,” or
“Genussscheine”).
2.6 Limitations on Transferability and Nominee Registration
The Company and its agent, Computershare, as U.S. transfer agent, maintain a share register that
lists the names of the registered owners of the Company’s shares. Registration in the share register
occurs upon request and is not subject to any conditions. Nominee companies and trustees can be
entered into the share register with voting rights. There are no restrictions on transfers of shares under
the Company’s Articles of Incorporation or Swiss law. However, only holders of shares that are recorded
in the share register are recognized as shareholders, and a transfer of shares reflected in the share
register is recognized by the Company only to the extent we are notified of the transfer.
Refer to section 6.1 for the conditions for exercise of shareholders’ voting rights.
2.7 Conversion and Option Rights
Logitech does not have any outstanding bonds or other publicly traded securities with conversion
rights and has not issued warrants on its shares.
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Annual Report Fiscal Year 2015