Logitech 2015 Annual Report Download - page 41

Agenda Proposals and Explanations
31 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
Proposal 11
Re-election of Ms. Béatrice Ehlers as Independent Representative
Pursuant to the so-called “Minder Ordinance”, Swiss
law requires that the independent representative of the
shareholders (Independent Representative) be elected
on the occasion of each Annual General Meeting for
a one-year term ending at the closing of the following
Annual General Meeting.
Proposal
The Board of Directors proposes that Ms. Béatrice
Ehlers be re-elected as Independent Representative for
a one-year term ending at the closing of the 2016 Annual
General Meeting.
Explanation
Shareholders may either represent their shares
themselves or have them represented by a third party,
whether or not a shareholder, if the latter is given a written
proxy. In accordance with Swiss law, each shareholder
may be represented at the general meeting by the
Independent Representative, Ms. Béatrice Ehlers, or by
a third-party proxy. Ms. Ehlers is a notary public and has
served as the Independent Representative at previous
annual general meetings.
Under Swiss corporate law, the Independent
Representative must satisfy strict independence
requirements. In the absence of instructions, the
Independent Representative must abstain from voting.
General voting instructions can be given with respect to
a particular general meeting of shareholders with respect
to proposals and agenda items that have not been
disclosed in the invitation to the general meeting.
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.
Recommendation
Our Board of Directors recommends a vote
“FOR” the re-election of Ms. Béatrice Ehlers as
Independent Representative.