Vistaprint 2013 Annual Report Download - page 109

amount equal to 120% of the market price of our ordinary shares on NASDAQ. As of June 30, 2013, we have
repurchased 613,000 ordinary shares under this authority. We are now seeking a renewal of our authorization to
repurchase our ordinary shares.
Our Management Board believes that we would benefit from a renewal of the grant of authority to
repurchase our 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 invest-
ment for us and our shareholders. Our Management Board, with the prior approval of our Supervisory Board and
within the parameters described in this Proposal 7, 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 pur-
pose, 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 num-
ber of our issued and outstanding shares.
In order to provide us with maximum flexibility, we propose that our shareholders grant the Management
Board, acting with the approval of our Supervisory Board, authority to repurchase up to 6,500,000 of our issued
and outstanding ordinary shares (which represents approximately 20% of the 32.8 million shares outstanding as
of June 30, 2013) 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 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 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 7, 2015.
An authorization to repurchase 6,500,000 of our issued and outstanding ordinary shares would not necessa-
rily mean that we will repurchase this 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 this authorization 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 or debt to
repurchase the shares while staying within our debt covenants, the amount of cash 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 do not approve this proposal, then we intend to continue to make share repurchases, if
any, under the previous authorization that our shareholders approved at our November 8, 2012 annual general
meeting, which will expire on May 8, 2014. If our shareholders do approve this proposal, then the repurchase
authorization described in this Proposal 7 will replace the November 2012 repurchase authorization, and we will
make any future share repurchases pursuant to this new authorization.
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.
PROPOSAL 8 — REAPPROVAL OF OUR PERFORMANCE INCENTIVE PLAN
FOR COVERED EMPLOYEES
Our future success depends, in large part, on our ability to attract and retain those members of the manage-
ment team who contribute to our success. In 2009, we put into place the Vistaprint N.V. Performance Incentive
Plan for Covered Employees, or the Performance Incentive Plan, and this plan will expire at this annual meeting
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