Logitech 2015 Annual Report Download - page 173

Secretary to the Board of Directors, Logitech International S.A., EPFL – Quartier de l’Innovation, Daniel
Borel Innovation Center 1015 Lausanne, Switzerland, or c/o Logitech Inc., 7700 Gateway Boulevard,
Newark, CA 94560, USA.
6.5 Registration in the Company’s Share Register
Registration into the Company’s share register, or the sub-register maintained by the Company’s U.S.
transfer agent, Computershare, occurs upon request and is not subject to any condition. The Company’s
share register closes before a general meeting of shareholders on a date designated by the Board of
Directors. Only those shareholders who are registered in the share register on the day the share register
is closed have the right to vote at the meeting.
7. Mandatory Offer and Change of Control Provisions
7.1 Mandatory Offer
Under Swiss law any shareholder who acquires more than 331/3% of the voting rights of a Swiss
company whose shares are listed in whole or in part in Switzerland is required to make an offer to acquire
all listed equity securities of the company at a minimum price. Logitech International S.A.’s Articles of
Incorporation do not remove this requirement. The Articles do not increase the participation threshold
above which an offer must be made. Consequently, any person having acquired more than a third of the
Company’s voting rights will be required to make an offer for all outstanding shares of the Company.
7.2 Change of Control Provisions
Please refer to our Compensation Report on pages 59 to 101 of our Invitation and Proxy Statement
for the 2015 Annual General Meeting for information on the severance and change of control agreements
in place with Logitech’s executive officers, and regarding the potential payments in the event of termination
of service of an executive officer or a change-in-control of Logitech.
8. Auditors
Under the Company’s Articles of Incorporation, the shareholders elect the Company’s independent
auditors each year at the Annual General Meeting. Re-election is permitted.
The Company’s auditors are currently KPMG AG, Badenerstrasse 172, CH-8026, Zürich, Switzerland.
KPMG assumed its first audit mandate for Logitech in 2014. The responsible principal audit partner as of
March 31, 2015 is, and since fiscal year 2015 has been, Rolf Hauenstein. For purposes of U.S. securities
law reporting, KPMG LLP, Santa Clara, California, serves as the Company’s independent registered
public accounting firm.
Please refer to the Corporate Governance and Board of Directors Matters section of Logitech’s
Invitation, Proxy Statement and Annual Report for the 2015 Annual General Meeting, under the headings
“Independent Auditors” and “Report of the Audit Committee,” for further information regarding the audit
and non-audit fees paid by Logitech to KPMG during fiscal year 2015, pre-approval policies for non-audit
work by KPMG, and the supervisory and control instruments of the Board of Directors, including the Audit
Committee of the Board, over the work and activities of KPMG.
9. Information Policy
The Company reports its financial results quarterly with an earnings press release. Quarterly
financial results are scheduled to be released as follows:
Q2 FY’16 Earnings Release and Conference Call . . . . . . . . . . . . . . . . October 22, 2015
Q3 FY’16 Earnings Release and Conference Call . . . . . . . . . . . . . . . . January 21, 2016
Q4 FY’16 Earnings Release and Conference Call . . . . . . . . . . . . . . . . April 28, 2016
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Annual Report Fiscal Year 2015