Vistaprint 2012 Annual Report Download - page 103

‰delivering to our Chief Legal Officer written notice no later than 7:00 p.m. Central European Time on the
last business day before the meeting that you want to revoke your proxy; or
‰voting in person at the meeting.
If your shares are held in street name by a bank or brokerage firm and you wish to revoke or change your
voting instructions, then you must follow the directions you receive from your bank or brokerage firm.
Your attendance at the meeting alone will not revoke your proxy.
Can I vote if my shares are held in “street name”?
If the shares you own are held in street name by a bank or brokerage firm, then your bank or brokerage firm,
as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote
your shares, you will need to follow the directions your bank or brokerage firm provides to you.
How do I attend the meeting and vote in person?
If you wish to attend our annual meeting in Amsterdam, the Netherlands in person, please send our Chief
Legal Officer written notice at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue,
Lexington, Massachusetts 02421 USA no later than November 5, 2012. If you need directions to the meeting,
please call Investor Relations at [phone].
If you wish to attend the meeting and your shares are held in street name by a brokerage firm or bank, then
you must provide the written notice referenced above and also bring with you to the meeting an account state-
ment or letter from your brokerage firm or bank showing that you are the beneficial owner of the shares as of the
record date in order to be admitted to the meeting. To be able to vote your shares held in street name at the meet-
ing, you will need to obtain a proxy card from the holder of record, i.e., your bank or brokerage firm.
What vote is required?
Under our articles of association, holders of at least one third of our outstanding ordinary shares must be
represented at the annual meeting to constitute a quorum, and the following vote is required to approve each of
the proposals described in this proxy statement:
‰Proposals 1 and 2 (elections of supervisory and managing directors): In accordance with our articles of
association, our Supervisory Board adopted unanimous resolutions to make binding nominations of the
candidates for supervisory director and managing director. Our shareholders may set aside either or both
of these binding nominations only by a vote of at least two thirds of the votes cast at a meeting represent-
ing more than half of our share capital.
‰Proposals 3 through 8 and 10: These proposals require the approval of a majority of votes cast at a
meeting at which a quorum is present.
‰Proposal 9: This proposal requires the approval of at least two thirds of the votes cast at a meeting
representing more than half of our share capital.
‰Proposal 11 (advisory “say on pay”): This proposal requires the approval of a majority of votes cast at
a meeting at which a quorum is present. This vote is non-binding and advisory in nature, but our Compen-
sation Committee will take into account the outcome of the vote when considering future executive com-
pensation arrangements.
For Proposals 1 through 10, Dutch law and our articles of association provide that ordinary shares repre-
sented at the meeting and abstaining from voting will count as shares present at the annual meeting but will not
count for the purpose of determining the number of votes cast. Broker non-votes will not count as shares present
at the annual meeting or for the purpose of determining the number of votes cast. For Proposal 11, ordinary
shares abstaining from voting and broker non-votes will not count as shares present at the meeting or for the
purpose of determining the number of votes cast. “Broker non-votes” are shares that are held in street name by a
bank or brokerage firm that indicates on its proxy that it does not have discretionary authority to vote on a
particular matter.
Proxy Statement
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