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Title: |
Articles of Incorporation |
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Date: |
2001 |
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$35 |
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ID: |
#1233034 |
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STAMP OF THE JUNE 30, 2000
TRADES REGISTRY 7032
OF VAUD ----
LOGITECH INTERNATIONAL S.A.
ARTICLES OF INCORPORATION
APPROVED BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
ON JUNE 25, 1998
&
MODIFIED ON JUNE 29, 2000
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TITLE 1
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CORPORATE NAME - REGISTERED OFFICE - PURPOSE - TERM
Article 1
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There exists under the corporate name
"Logitech International S.A."
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a corporation (societe anonyme) governed by these articles and by-laws and title
twenty-six of the Code of Obligations [the "CO"].
The term of the company shall be indefinite.
The registered office is in Apples.
Article 2
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The company is a holding company the purpose of which is to coordinate the
activities of various Swiss and foreign subsidiaries of the Logitech group.
In addition, it has the purpose of acquiring and managing interests in other
businesses, in particular the acquiring, holding and assigning of interests to
other companies and businesses, the nature of which may be commercial,
industrial, financial or owning/managing real property, whether in Switzerland
or abroad, directly or indirectly, in its own name and for its own account or
for the account of third parties, as investments or for other reasons, as well
as the financing of affiliate companies.
<PAGE>
The company may undertake any activity, whether in Switzerland or abroad, and
form branches and undertake any real estate, financial or commercial transaction
directly or indirectly related to its purpose.
TITLE II
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SHARE CAPITAL - SHARES
Article 3
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The share capital is fixed at 41,629,200.00 [Swiss] francs (forty-one million
six hundred twenty-nine thousand two hundred francs) and is entirely paid up. It
is divided into 4,162,920 (four million one hundred sixty-two thousand nine
hundred twenty) shares having a par value of 10.00 [Swiss] francs (ten francs)
each.
Article 4
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Shares shall be registered. They shall be numbered and bear the facsimile
signature of two directors.
The general meeting of shareholders shall have the option of converting the
registered shares into bearer shares by way of an amendment to the articles and
by-laws.
The company may issue certificates representing the shares in lieu of unitary
shares.
The company may waive the printing of registered shares and issuing of
securities. However, any shareholder may require at any time and free of charge
that the company print and issue stock certificates. The board of directors
shall fix by regulation the details and executory prescriptions thereof.
Article 5
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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 be bound to perform only those services as prescribed by the
articles and by-laws and shall not be personally liable for corporate
liabilities.
Shares shall be indivisible; the company shall recognize only one representative
per share.
The ownership of a share shall entail acceptance of the articles and by-laws.
Article 6
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The company shall keep a share register which lists the owners' and
beneficiaries' names of the shares as well as their domiciles.
Only the persons registered as owners in that register shall be considered to be
shareholders with respect to the company.
<PAGE>
The transfer of share ownership shall require the delivery of the stock
certificate endorsed over to the purchaser.
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