| EXHIBIT 3.1 |
LOGITECH INTERNATIONAL S.A.
ARTICLES OF INCORPORATION
TITLE 1
CORPORATE NAME – REGISTERED OFFICE – PURPOSE – DURATION
Article 1
There exists under the corporate name
“Logitech International S.A.”
a corporation (société anonyme) governed by the present Articles of Incorporation and by Title twenty-six of the Swiss Code of Obligations (the “CO”).
The duration of the Company shall be indefinite.
The registered office is in Apples.
Article 2
The Company shall be a holding company with the purpose of coordinating the activities of various Swiss and foreign subsidiaries of the Logitech group.
In addition, it shall have as a purpose the acquisition and management of shareholdings in other companies, and in particular the acquisition, holding and/or assignment of shareholdings in other commercial, industrial, financial or real property companies and enterprises, in Switzerland or abroad, directly or indirectly, in its own name and for its own account, or for the accounts of third parties, as investments or for other reasons, as well as for the financing of affiliated companies.
The Company may conduct, in Switzerland or abroad, any manner of activities, create branch offices, and undertake any real estate, financial or commercial operations which relate directly or indirectly to its purpose.
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TITLE II
SHARE CAPITAL AND SHARES
Article 3
The share capital is fixed at CHF 47,901,655.- (forty-seven million nine hundred one thousand six hundred fifty-five Swiss francs), entirely paid-in.
It is divided into 191,606,620 (one hundred ninety-one million six hundred six thousand six hundred twenty) registered shares with a nominal value of CHF 0.25 (twenty-five centimes) each.
Article 4
The shares shall be registered.
The general meeting of shareholders shall have the authority to convert the registered shares into bearer shares by means of an amendment to the Articles of Incorporation.
Subject to the paragraph below, the registered shares of the Company will be uncertificated securities (in terms of the Swiss Code of Obligations) and book entry securities (in terms of the Swiss Book Entry Securities Act).
A shareholder registered in the Company’s shareholders’ register may request from the Company a statement of the shareholder’s registered shares at any time. Shareholders do not have a right to the printing and delivery of share certificates. The Company may, however, print and deliver certificates for shares at any time at its option. The Company may also, at its option, withdraw uncertificated shares from the custodian system where they have been registered and, with the consent of the shareholder, cancel issued certificates that are returned to the Company.
Article 5
Each share shall confer the right to a proportional part of the profit resulting from the balance sheet and the proceeds of liquidation.
Shareholders shall only have those obligations specified in the Articles of Incorporation, and shall not be personally liable for the debts of the Company.
Shares shall be indivisible; the Company shall recognize only one representative per share.
The ownership of a share shall entail acceptance of the provisions of these Articles of Incorporation.
Article 6
The Company shall maintain a share register which lists the names of the owners and beneficiaries of the shares as well as their domiciles.
Only those persons entered in the share register as owners shall be deemed to be shareholders of the Company.
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The transfer of share ownership shall require delivery of the properly endorsed share certificate to the purchaser.
Registered shares not incorporated into a certificate as well as the respective rights associated therewith which are not incorporated into any certificate may be transferred only by assignment. Such assignment shall be valid only if the Company has been notified thereof.
When a shareholder appoints a bank as his agent to manage registered shares not incorporated into a certificate, such shares and the respective rights attached thereto likewise not incorporated into any certificate may be transferred only with the consent of said bank. Share pledging shall be possible only for the benefit of that bank; it is not necessary that the Company be notified.
Article 7
Should a shareholder change his address, he must so inform the Company. As long as a shareholder has not provided notice of a change of address to the Company, any written communication shall be validly made to his last address entered in the share register.
TITLE III
THE ORGANIZATION OF THE COMPANY
| A. | GENERAL MEETING OF SHAREHOLDERS |
Article 8
The general meeting of shareholders shall be the supreme authority of the Company. It holds the inalienable rights provided for under Art. 698 of the CO.
The general meeting of shareholders shall convene at the place designated by the Board of Directors.
One or more shareholders who represent together at least ten per cent of the share capital may demand that a general meeting of the shareholders be called. One or more shareholders, who represent together shares representing at least the lesser of (i) one (1) percent of the share capital or (ii) an aggregate nominal value of CHF 1,000,000 (one million Swiss Francs), may demand that an item be included on the agenda for a shareholders’ meeting. A shareholder demand to call a meeting and to include an item on the agenda shall be made in writing and shall describe the matters to be considered and any proposals to be made to the shareholders. Such written request shall be received by the Board of Directors at least sixty (60) days before the date proposed for the general meeting of shareholders.
Article 9
The general meeting of shareholders shall be called in writing by notices sent to each shareholder at the address entered in the share register at least twenty days before the date of the meeting.
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Article 10
Each share confers the right to one vote.
Article 11
Any shareholder may appoint a representative who need not be a shareholder, provided that person holds a written proxy. Members of the Board of Directors who are present shall decide whether to accept or refuse such proxies.
Article 12
The general meeting of shareholders shall be presided over by the chairman of the board or any other member of the Board of Directors. In the absence of such persons, the chairman shall be appointed by the general meeting.
The chairman shall appoint the secretary of the general meeting and the scrutineers.
Article 13
In the absence of any provision to the contrary in the law or these Articles of Incorporation, the general meeting of shareholders shall make resolutions and proceed to elections by an absolute majority of the votes cast. In the event of a tie vote, the vote of the chairman shall decide.
As a general rule, voting and elections shall be conducted by a show of hands; however, a secret ballot shall be used when the chairman so orders or when 25 shareholders present at the meeting shall so request.
| B. | BOARD OF DIRECTORS |
Article 14
The Board of Directors of the Company shall be composed of at least three members appointed by the general meeting of shareholders for a term of three years and who shall be indefinitely re-eligible.
The Board of Directors shall organize itself. It shall be called to a meeting by the chairman as often as business requires.
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Article 15
The Board of Directors shall make decisions and proceed to elections by a majority vote of the members present at the meeting. In the event of a tie vote, the vote of the chairman shall decide.
The decisions of the Board of Directors may be made in the form of a written consent (given by letter, fax or telegram) to a proposal, such consent representing a majority of all the members of the Board of Directors inasmuch as the proposal was submitted to all the members of the Board of Directors, unless a discussion is requested by one of them.
Article 16
The Board of Directors shall have the non-transferable and inalienable powers provided for under Art. 716a of the CO.
It may make decisions on any matters which have not been reserved to the general meeting of shareholders.
Article 17
The Board of Directors may, in compliance with the organizational regulations, entrust the management and the representation of the Company to one or more of its members (delegates) or to third parties (managers) who need not be shareholders.
Article 18
In countries where laws or customs require for companies that important documents, or those subject to certain conditions of form have a seal, a seal may be affixed next to the signature.
The Board of Directors shall determine those seals and set the rules regarding the use thereof.
| C. | AUDITORS |
Article 19
The general meeting of shareholders shall appoint one or several auditors as statutory auditors. It may appoint substitute auditors.
The tenure of the auditors shall be one year; such term shall end during the general meeting of shareholders to which the annual report must be submitted. Reappointment shall be possible.
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TITLE IV
BUSINESS YEAR, ANNUAL ACCOUNTS AND ALLOCATION OF PROFITS
Article 20
The business year shall begin on April 1st and end on March 31st.
Article 21
Five per cent of the annual profits shall be allocated to the general reserve until such reaches twenty per cent of the paid in share capital. Should the general reserve be used in any amount the allocation of profits shall be made until this level is reached again.
The balance of the profits arising from the balance sheet shall be distributed according to the resolutions of the general meeting of shareholders, upon proposition of the Board of Directors; however, the mandatory legal provisions of the law relating to the legal reserve must be complied with.
Article 22
Dividends shall be paid at the time specified by the Board of Directors. Any dividend which has not been claimed within five years of it becoming due is time-barred by statute of limitations and shall be forfeited to the Company by simple right and automatically.
TITLE V
LIQUIDATION
Article 23
The general meeting of shareholders shall retain its right to approve the accounts at the time of liquidation and shall have the authority to discharge the liquidators with respect to their activities in connection therewith.
After payment of liabilities, the assets of the dissolved Company shall be distributed among the shareholders pro rata according to the par value of each such shareholders’ shares.
TITLE VI
PUBLIC NOTICES – COMMUNICATIONS
Article 24
Public notices by the Company shall be made in the Feuille Officielle Suisse du Commerce (Swiss Official Commercial Gazette).
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TITLE VII
CONDITIONAL CAPITAL
Article 25
By the exercise of share option or other rights granted to certain employees, officers and directors of the group according to the group’s employee equity incentive plans, the share capital of the Company may be increased at most by CHF 6,250,000 (six million two hundred fifty thousand Swiss Francs) by way of the issue of 25,000,000 (twenty-five million) registered shares with a nominal value of CHF 0.25 (twenty-five centimes) each.
The shareholders’ preferential subscription rights shall be eliminated for such new shares.
Article 26
By the exercise of conversion rights which are granted in relation with the issue of convertible bonds, the share capital of the Company shall be increased by a maximum aggregate amount of CHF 6,250,000 (six million, two hundred fifty thousand Swiss Francs) through the issuance to the holders of such bonds of a maximum of 25,000,000 (twenty-five million) fully paid-in registered shares with a nominal value of CHF 0.25 (twenty-five centimes) each.
The shareholders shall not have the right to subscribe by preference for the shares issuable on conversion of the bonds.
The Board of Directors may limit or withdraw the shareholders’ right to subscribe for the bonds by preference for valid reasons, in particular (a) if the bonds are issued in connection with the financing or refinancing of the acquisition of one or more companies, businesses or parts of businesses, or (b) to facilitate the placement of the bonds on the international markets or to increase the security holder base of the Company.
If the shareholders’ right to subscribe for the bonds by preference is limited or withdrawn, the bonds must be issued at market conditions, the exercise period of the conversion rights must not exceed 7 (seven) years from the date of issuance of the bonds, and the conversion price must be set at a level that is not lower than the market price of the shares preceding the determination of the final conditions for the bonds.
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These articles of incorporation were approved on June 24th, 1993, and modified on June 27th, 1996, February 13th, 1998, June 25th, 1998, June 23rd and June 29th, 2000, March 19th, 2001, May 1st, 2001, June 1st and 28th, 2001, June 26th and 27th, 2002, June 24th, 2004, June 16th, 2005, June 16th, 2006, June 19th, June 20th, 2007, September 10, 2008, September 11, 2008 and September 8, 2010.
The above text is a translation of the original French articles of incorporation (Statuts), which constitute the definitive text and are binding in law.
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