Vistaprint 2012 Annual Report Download - page 111

articles of association to prepare the Annual Accounts and submit them to our shareholders for confirmation and
adoption. Our Annual Accounts are different from our audited financial statements contained in our Annual
Report on Form 10-K for the year ended June 30, 2012 that were prepared in accordance with United States
generally accepted accounting principles, or U.S. GAAP, as required by United States law and NASDAQ listing
standards for companies with securities listed on U.S. stock markets.
The Annual Accounts contain some disclosures that are not required under U.S. GAAP. In addition, the
report of our Management Board that accompanies the Annual Accounts, as required by Dutch law, contains
information included in this proxy statement, our Annual Report on Form 10-K, and other information required
by Dutch law.
It is important that our shareholders adopt our Annual Accounts because it is a Dutch law requirement and
also because we are not permitted under Dutch law to take certain corporate actions unless our Annual Accounts
are adopted.
You can access a copy of the Annual Accounts through our website at http://proxy.ir.vistaprint.com or by
sending a written request to:
Investor Relations
Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
Our Management Board and Supervisory Board recommend that you vote FOR the confirmation and
adoption of the Annual Accounts.
PROPOSALS 4 AND 5 — DISCHARGE OF MANAGEMENT BOARD AND
SUPERVISORY BOARD FROM CERTAIN LIABILITY
At the annual meeting, as permitted under Dutch law and customary for Dutch companies, we are asking
you to discharge the members of our Management Board and Supervisory Board from liability with respect to the
exercise of their management and supervisory duties during our fiscal year ended June 30, 2012. If our share-
holders approve this discharge of liability, then our Management Board and Supervisory Board members will not
be liable to Vistaprint for actions that they took on behalf of the company in the exercise of their duties during
fiscal 2012. However, the discharge does not apply to matters that are not disclosed to our shareholders, and it
does not affect the liability, if any, of our Management Board and Supervisory Board to our shareholders. The
discharge is also subject to the provisions of Dutch laws relating to liability upon bankruptcy.
Our Management Board and Supervisory Board recommend that you vote FOR the discharge of the
members of our Management Board and Supervisory Board from liability as described above.
PROPOSALS 6 AND 7 — AUTHORIZATION TO REPURCHASE SHARES
Under Dutch law and our articles of association, our shareholders may authorize our Management Board,
with the approval of our Supervisory Board and subject to certain Dutch statutory provisions, to repurchase out-
standing shares on our behalf in an amount, at prices, and in the manner authorized by the shareholders. The
approval of either or both of Proposal 6 and Proposal 7 will give us the flexibility to repurchase our ordinary
shares without the expense of calling further general meetings of shareholders. Under Dutch law and our articles
of association, a shareholder authorization to repurchase shares may not continue for more than 18 months, but
may be given on a rolling basis. On September 30, 2011, we received authorization from our shareholders to
repurchase up to 20% of our issued and outstanding ordinary shares on the open market (including block trades
that satisfy the safe harbor provisions of Rule 10b-18 pursuant to the Exchange Act) or in one or more self tender
offers at prices per share between an amount equal to €0.01 and an amount equal to 110% of the market price of
our ordinary shares. As of June 30, 2012, we have repurchased 6,826,148 ordinary shares under this authority,
which represents most of the shares available under this authority, and we are limited in the further repurchases
we can make until our shareholders provide a new authorization to our Management Board. We are now seeking
authorization to repurchase additional ordinary shares.
Proxy Statement
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