Vistaprint 2012 Annual Report Download - page 112

The Management Board believes that we would benefit from a grant of authority to the Management Board,
acting with the approval of our Supervisory Board, to repurchase additional ordinary shares. 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 and our shareholders. Our
Management Board, with the prior approval of our Supervisory Board, would determine the number of shares
repurchased, if any, and the timing and manner of any repurchases in light of prevailing market conditions, our
available resources, and other factors that we cannot now predict. 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 and outstanding shares resulting from any
repurchases would increase the proportionate interest of the remaining shareholders in whatever future profits we
may earn. Under Dutch law, the number of our ordinary shares that we or our subsidiaries hold may never exceed
50% of the total number of our issued and outstanding shares.
In order to provide us with maximum flexibility, pursuant to Proposal 6, we propose that our shareholders
grant the Management Board authority to repurchase up to 6,800,000 of our issued and outstanding ordinary
shares (which represents approximately 20% of the 34.1 million shares outstanding as of June 30, 2012) 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 €0.01 (or the U.S. dollar equivalent) and an amount equal to 120% of the market
price of our ordinary shares on NASDAQ 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 dur-
ing 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 8, 2014.
Because the guidelines of some proxy advisory firms suggest limiting the number of shares a Dutch com-
pany may repurchase to 10% of the company’s outstanding shares, in case our shareholders do not approve the
authorization described above to repurchase up to 6,800,000 of our outstanding ordinary shares, we are also ask-
ing our shareholders to approve an alternate Proposal 7 to repurchase up to 3,400,000 of our issued and out-
standing ordinary shares (which represents approximately 10% of the 34.1 million shares outstanding as of
June 30, 2012). Under this alternate Proposal 7, we propose that our shareholders grant the Management Board
authority for the repurchase of up to 3,400,000 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 €0.01 (or the U.S. dollar equivalent) and an amount equal to 110% of the market price of our
ordinary shares on NASDAQ 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 8, 2014.
An authorization to repurchase either 6,800,000 or 3,400,000 of our issued and outstanding ordinary shares
would not necessarily mean that we will repurchase either amount over the authorization period. We may choose
to repurchase fewer than all of the shares authorized or none at all, and we are seeking the authorizations
described in Proposals 6 and 7 to have the flexibility to make repurchases if we believe doing so would be in the
best interests of Vistaprint and our shareholders. Our Supervisory Board and Management Board will analyze
many factors relating to a repurchase decision, including share price relative to our anticipated future cash flows,
our ability to use operating cash flow and/or debt to repurchase the shares while staying within our debt cove-
nants, the amount of cash and/or debt capacity we have for other uses including general operating purposes,
general shareholder concentration, and liquidity concerns, as well as other items.
If our shareholders approve both Proposals 6 and 7, we intend to make share repurchases, if any, under the
authorization set forth in Proposal 6 to repurchase up to 6,800,000 of our issued and outstanding shares.
Our Management Board and Supervisory Board recommend that you vote FOR the authorization of the
Management Board and Supervisory Board to repurchase our issued and outstanding ordinary shares as
described above.
12