Vistaprint 2010 Annual Report Download - page 39

Form 10-K
Situations may arise where the flexibility to issue shares, pay dividends or take other corporate
actions without a shareholder vote would be beneficial to us, but is not available under Dutch law.
Because of our Articles of Association and our organization under Dutch law, you may find it
difficult to pursue legal remedies against the members of our supervisory board or
management board.
Our Articles and our internal corporate affairs are governed by Dutch law. The rights of our
shareholders and the responsibilities of the supervisory board and management board that direct our
affairs are different from those established under United States laws. For example, class action
lawsuits and derivative lawsuits are generally not available under Dutch law. You may find it more
difficult to protect your interests against actions by members of our supervisory board or management
board than you would if we were a U.S. corporation. Under Dutch law, the supervisory board and the
management board are responsible for acting in the best interests of the company, its business and
all of its stakeholders generally, which includes employees, customers and creditors, not just
shareholders. Furthermore, under our Articles, we are obligated to indemnify the members of our
supervisory board and our management board against liabilities resulting from proceedings against
such members in connection with their membership on either board, if such member acted in good
faith and in a manner he believed to be in our best interests and such member has not been adjudged
in a final and non-appealable judgment by a Dutch judge to be liable for gross negligence or willful
misconduct, subject to various exceptions.
We are incorporated under the laws of the Netherlands, and the vast majority of our assets are
located outside the United States, which may make it difficult for shareholders to enforce civil
liability provisions of the federal or state securities laws of the United States.
We are incorporated under the laws of the Netherlands, and the vast majority of our assets are
located outside of the United States. In addition, certain members of our management board and
some of our officers reside outside the United States. As a result, it may be difficult for investors to
effect service of process within the United States upon us or such other persons, to enforce outside
the U.S. judgments obtained against such persons in U.S. courts, or to enforce rights predicated upon
the U.S. securities laws. There is no treaty between the United States and the Netherlands for the
mutual recognition and enforcement of judgments (other than arbitration awards) in civil and
commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or
state court in the United States based on civil liability, whether or not predicated solely upon the
federal securities laws, would not be directly enforceable in the Netherlands; the party in whose favor
such final judgment is rendered would need to bring a new suit in a competent court in the
Netherlands and petition the Dutch court to enforce the final judgment rendered in the United States.
Therefore, there can be no assurance that U.S. shareholders will be able to enforce against us,
members of our management board or supervisory board or officers who are residents of the
Netherlands or countries other than the United States any judgments obtained in U.S. courts in civil
and commercial matters, including judgments under the federal securities laws. In addition, it is
possible that a Dutch court would not impose civil liability on us, the members of our management
board or supervisory board or our officers in an original action predicated solely upon the federal
securities laws of the United States brought in a court of competent jurisdiction in the Netherlands
against us or such members or officers.
We may not be able to make distributions or repurchase shares without subjecting our
shareholders to Dutch withholding tax.
A Dutch withholding tax may be levied on dividends and similar distributions made by Vistaprint
N.V. to its shareholders at the statutory rate of 15% if we cannot structure such distributions as being
made to shareholders in relation to a reduction of par value, which would be non-taxable for Dutch
withholding tax purposes. We have in the past, and may in the future, repurchase outstanding
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