Vistaprint 2012 Annual Report Download - page 105

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How and when may I submit a shareholder proposal, including a shareholder nomination for supervisory
director, for the 2013 annual general meeting?
Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange, both
U.S. and Dutch rules and timeframes apply if you wish to submit a candidate to be considered for election to our
Supervisory Board at our 2013 annual general meeting or if you wish to submit another kind of proposal for
consideration by shareholders at our 2013 annual general meeting.
Under our Dutch articles of association, if you are interested in submitting a proposal, you must fulfill the
requirements set forth in our articles of association, including satisfying both of the following criteria:
‰We must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no
later than 60 days before the 2013 annual general meeting.
‰The number of ordinary shares you hold must equal at least the lesser of 1% of our issued share capital or
the equivalent of €50 million in aggregate market value.
Under our articles of association, shareholders do not have the right to nominate or appoint their own candi-
dates for supervisory director directly, but if you submit information about a potential candidate for supervisory
director to our Nominating and Corporate Governance Committee, as described in the section of this proxy
statement entitled “Supervisory Director Nomination Process,” then our Nominating and Corporate Governance
Committee will consider whether he or she is appropriate for nomination to our Supervisory Board.
Under U.S. securities laws, if you wish to have a proposal included in our proxy statement for the 2013
annual general meeting, then in addition to the above requirements, you also need to follow the procedures out-
lined in Rule 14a-8 of the Exchange Act, and the deadline for submitting your proposal to us is earlier than the
deadline specified above: For your proposal to be eligible for inclusion in our 2013 proxy statement, we must
receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no later than
June 20, 2013.
Any proposals, nominations or notices under our articles of association or pursuant to Rule 14a-8 should be
sent to:
Secretary, Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
With a copy to:
Chief Legal Officer
Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
What are the costs of soliciting these proxies?
We will bear the costs of solicitation of proxies. We have retained Alliance Advisors for a fee of $7,500 plus
expenses to assist us in soliciting proxies from our shareholders and to verify certain records relating to the solic-
itation. We and our supervisory directors, officers, and selected other employees may also solicit proxies by mail,
telephone, e-mail or by other means of communication. Supervisory directors, officers, and employees who help
us in solicitation of proxies will not be specially compensated for those services, but they may be reimbursed for
their reasonable out-of-pocket expenses incurred in connection with their solicitation. We will request brokers,
custodians, and fiduciaries to forward proxy soliciting material to the owners of our ordinary shares that they
hold in their names and will reimburse these entities for their reasonable out-of-pocket expenses incurred in
connection with the distribution of our proxy materials.
Proxy Statement
5