Vistaprint 2010 Annual Report Download - page 115

PROPOSAL 6 — AUTHORIZATION TO REPURCHASE SHARES
Under Dutch law and our articles of association, our shareholders may authorize the Management Board,
with the prior approval of the Supervisory Board and subject to certain Dutch statutory provisions, to
repurchase issued shares on our behalf in an amount, at prices and in the manner authorized by the
shareholders. The approval of this proposal will allow us to have the flexibility to repurchase our ordinary
shares without the expense of calling special shareholder meetings. This authorization may not continue for
more than 18 months, but may be given on a rolling basis. We currently have authorization from our
shareholders to repurchase the maximum number of ordinary shares allowed under Dutch law and United
States securities regulations at prices between an amount equal to A0.01 and 110% of the market price of our
ordinary shares on the NASDAQ Global Select Market (the market price being deemed to be the average of
the closing price on each of the 30 consecutive days of trading preceding the three trading days before the
date of repurchase). This existing authorization expires on February 28, 2011. From August 28, 2009, the date
of the authorization, until the date of this proxy statement, we have not repurchased any shares under this
authority.
The Management Board believes that we would benefit by renewing the Management Board’s authority,
acting with the approval of our Supervisory Board, to repurchase our ordinary shares. For example, if the
Management Board believes that our shares may be undervalued at the market levels at which they are then
trading, repurchases of our share capital may represent an attractive investment for us. The repurchased shares
could be used for any valid corporate purpose, including the issuance of shares under our equity compensation
plans or for acquisitions, mergers or similar transactions. The reduction in our issued capital resulting from
any repurchases would increase the proportionate interest of the remaining shareholders in our net worth and
whatever future profits we may earn. However, the number of shares repurchased, if any, and the timing and
manner of any repurchases would be determined by the Management Board, with the prior approval of the
Supervisory Board, in light of prevailing market conditions, our available resources and other factors that
cannot now be predicted. Under Dutch law, the number of our ordinary shares that we or our subsidiaries hold
may generally never exceed 50% of the total number of our issued and outstanding shares.
In order to provide us with sufficient flexibility, the Management Board proposes that our shareholders
grant authority for the repurchase of up to 10% of our issued and outstanding ordinary shares on the open
market, through privately negotiated transactions or in one or more self tender offers at prices per share
between an amount equal to A0.01 (or the U.S. dollar equivalent) and an amount equal to 110% of the market
price of our ordinary shares on the NASDAQ Global Select Market or any other securities exchange where our
shares are then traded (the market price being deemed to be the average of the closing price on each of the
consecutive days of trading during a period no shorter than one trading day and no longer than 10 trading days
immediately preceding the date of repurchase, as reasonably determined by the Management Board). This
authority would begin on the date of the annual meeting and extend for 18 months until May 4, 2012.
Our Management Board and Supervisory Board recommend that you vote FOR the authorization of
the Management Board and Supervisory Board to repurchase our ordinary shares.
PROPOSAL 7 — APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting
firm for the fiscal year ending June 30, 2011. If this proposal is not approved by our shareholders at the
annual meeting, our Audit Committee will reconsider its selection of Ernst & Young LLP. We do not expect
that Ernst & Young LLP will attend the annual meeting or be available to answer questions.
Our Management Board and Supervisory Board recommend that you vote FOR the appointment of
Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30,
2011.
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