Vistaprint 2012 Annual Report Download - page 113

PROPOSAL 8 — APPROVAL OF AMENDMENT TO ARTICLES OF ASSOCIATION
Our Management Board and Supervisory Board propose to amend our articles of association to reduce our
authorized capital to 2,000,000 Euros divided into 100,000,000 ordinary shares and 100,000,000 preferred
shares, each with a par value of 0.01 Euros per share.
Under Dutch law, we are required to have at all times issued capital equal to at least 20% of our authorized
capital. Under our current articles of association, we have authorized capital of 2,400,000 Euros divided into
120,000,000 ordinary shares and 120,000,000 preferred shares, each with a par value of 0.01 Euros per share.
Therefore, 20% of our current authorized capital is 480,000 Euros, or 48,000,000 shares, and at June 30, 2012 we
had 49,950,289 ordinary shares and no preferred shares issued. As described below in Proposal 9, we wish to
cancel 5,869,662 of the ordinary shares we hold in our treasury account to help us manage our share repurchase
activities, but doing so would reduce our issued capital below 20% of our current amount of authorized capital.
We propose to amend our articles of association to reduce our authorized capital to 2,000,000 Euros as
described above to allow us to cancel the 5,869,662 treasury shares we currently propose to cancel pursuant to
Proposal 9 below and also to provide us with the flexibility to cancel additional treasury shares in the future,
subject to the approval of our shareholders, if we believe such a future cancellation would be in the best interests
of Vistaprint and our shareholders. If our shareholders approve the reduction in our authorized ordinary shares to
100,000,000 pursuant to this Proposal 8, then we would have approximately 60 million ordinary shares available
for future issuance, including treasury shares that may be reissued, which we believe will provide us with suffi-
cient shares for any future issuances.
If our shareholders approve this Proposal 8, then the amendment to our articles of association will be
effected by the execution of a notarial deed of amendment by a Dutch public notary, and by voting in favor of
this proposal, our shareholders designate each member of our Management Board and each civil law notary,
junior civil law notary, notarial assistant, and each lawyer working at Stibbe, our Dutch law firm, to have the
notarial deed executed.
Our Management Board and Supervisory Board recommend that you vote FOR the amendment to our
articles of association, as described above.
PROPOSAL 9 — CANCELLATION OF TREASURY SHARES
At the annual meeting, as permitted under Dutch law, we are asking you to approve the cancellation of
5,869,662 of the ordinary shares held in our treasury account, which represent the shares we held in treasury
before we redomiciled our publicly traded parent company from Bermuda to the Netherlands in August 2009.
Under Dutch law and our articles of association, we need shareholder approval to cancel treasury shares.
Under Dutch law, we and our subsidiaries can hold no more than 50% of our issued share capital at any
time. Due to our share repurchase activity over the last two years and future repurchases, if any, that we may
make under Proposals 6 or 7 or otherwise, we are approaching this 50% limit, and in order to provide us with
flexibility to repurchase additional ordinary shares in the future, our Management Board believes it would be
advisable and in the best interests of our shareholders to cancel some of the shares we currently hold in treasury.
For clarity, we do not need to cancel any shares to repurchase 6,800,000 or 3,400,000 of our issued and out-
standing shares as contemplated by Proposals 6 and 7 above, respectively. However, if Proposal 8 above to
amend our articles of association to reduce our authorized share capital is not approved, then we cannot cancel
the 5,869,662 treasury shares because doing so would bring our issued capital below 20% of our authorized
capital.
If this Proposal 9 and Proposal 8 above to reduce our authorized share capital are approved, then we will
follow the procedure set forth under Dutch law to cancel the 5,869,662 treasury shares, including the publication
of notices in the Dutch trade registry and a Dutch daily newspaper and a two-month waiting period before can-
cellation to allow any creditors who wish to do so to oppose the cancellation. Once the procedure is complete, if
no creditors oppose the cancellation, we will cancel the 5,869,662 treasury shares, which will become authorized
but unissued ordinary shares. If either this Proposal 9 or Proposal 8 above is not approved, then we will not can-
cel any treasury shares at this time.
Proxy Statement
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