Vistaprint 2012 Annual Report Download - page 99

VISTAPRINT N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Vistaprint N.V. will hold its 2012 Annual General Meeting of Shareholders:
on Thursday, November 8, 2012
at 7:00 p.m. Central European Time
at the offices of Albumprinter B.V. (a Vistaprint subsidiary)
Stationsplein 53 – 57
1012 AB Amsterdam
The Netherlands
MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING:
(1) Reappoint a member of our Supervisory Board to serve for a term of four years ending on the date of our annual general
meeting of shareholders in 2016;
(2) Appoint a member to our Management Board to serve for a term of four years ending on the date of our annual general
meeting of shareholders in 2016;
(3) Adopt our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2012;
(4) Discharge the members of our Management Board from liability with respect to the exercise of their duties during the year
ended June 30, 2012;
(5) Discharge the members of our Supervisory Board from liability with respect to the exercise of their duties during the year
ended June 30, 2012;
(6) Authorize our Management Board, acting with the approval of our Supervisory Board, 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) until May 8, 2014 on the open market (including block trades that satisfy the safe harbor provisions of Rule 10b-18 pursuant
to the U.S. Securities Exchange Act of 1934, or the Exchange Act), through privately negotiated transactions, or in one or more self
tender offers at prices per share between an amount equal to €0.01 and an amount equal to 120% of the market price of our ordinary
shares on the NASDAQ Global Select Market, or 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);
(7) If our shareholders do not approve Proposal 6 above, authorize our Management Board, acting with the approval of our
Supervisory Board, to repurchase up to 3,400,000 of our issued and outstanding ordinary shares (which represents approximately
10% of the 34.1 million shares outstanding as of June 30, 2012) until May 8, 2014 on the open market (including block trades that
satisfy the safe harbor provisions of Rule 10b-18 pursuant to the Exchange Act), through privately negotiated transactions, 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 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);
(8) Approve an amendment to 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;
(9) Approve the cancellation of 5,869,662 ordinary shares held in our treasury account;
(10) Appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2013;
(11) Hold a non-binding, advisory “say on pay” vote regarding the compensation of our named executive officers, as described
in the Compensation Discussion and Analysis, executive compensation tables, and accompanying narrative disclosures in this proxy
statement; and
(12) Transact other business, if any, that may properly come before the meeting or any adjournment of the meeting.
Our Management Board and Supervisory Board have no knowledge of any other business to be transacted at the annual gen-
eral meeting.
Shareholders of record at the close of business on October 11, 2012 are entitled to vote at the annual general meeting. Your
vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting, please complete,
sign, date, and promptly return the enclosed proxy card in the envelope that we or your bank or brokerage firm have provided. Your
prompt response will ensure that your shares are represented at the annual general meeting. You can change your vote and revoke
your proxy by following the procedures described in this proxy statement.
All shareholders are cordially invited to attend the annual general meeting.
By order of the Management Board,
Chairman of the Management Board, President and
Chief Executive Officer
October 17, 2012
Proxy Statement