Vistaprint 2013 Annual Report Download - page 29

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from our shareholders from time to time in the future, we may not succeed in obtaining future re-approvals. In
addition, subject to specified exceptions, Dutch law requires shareholder approval for many corporate actions, such
as the approval of dividends and authorization to purchase outstanding shares. Situations may arise where the
flexibility to issue shares, pay dividends, purchase shares or take other corporate actions without a shareholder
vote would be beneficial to us, but is not available under Dutch law.
Because of our corporate structure, our shareholders may find it difficult to pursue legal remedies against
the members of our supervisory board or management board.
Our Articles and our internal corporate affairs are governed by Dutch law, and the rights of our shareholders
and the responsibilities of our supervisory board and management board are different from those established under
United States laws. For example, under Dutch law derivative lawsuits are generally not available, and our
supervisory board and management board are responsible for acting in the best interests of the company, its
business and all of its stakeholders generally (including employees, customers and creditors), not just shareholders.
As a result, our shareholders may find it more difficult to protect their interests against actions by members of our
supervisory board or management board than they would if we were a U.S. corporation.
Because of our corporate structure, our shareholders may find it difficult to enforce claims based on United
States federal or state laws, including securities liabilities, against us or our management team.
We are incorporated under the laws of the Netherlands, and the vast majority of our assets are located
outside of the United States. In addition, some of our officers and management board members reside outside of
the United States. In most cases, a final judgment for the payment of money rendered by a U.S. federal or state
court would not be directly enforceable in the Netherlands. Although there is a process under Dutch law for
petitioning a Dutch court to enforce a judgment rendered in the United States, there can be no assurance that a
Dutch court would impose civil liability on us or our management team in any lawsuit predicated solely upon U.S.
securities or other laws. In addition, because most of our assets are located outside of the United States, it could be
difficult for investors to place a lien on our assets in connection with a claim of liability under U.S. laws. As a result,
it may be difficult for investors to enforce U.S. court judgments or rights predicated upon U.S. laws against us or our
management team outside of the U.S.
We may not be able to make distributions or purchase shares without subjecting our shareholders to Dutch
withholding tax.
A Dutch withholding tax may be levied on dividends and similar distributions made by Vistaprint N.V. to its
shareholders at the statutory rate of 15% if we cannot structure such distributions as being made to shareholders in
relation to a reduction of par value, which would be non-taxable for Dutch withholding tax purposes. We have
purchased our shares and may seek to purchase additional shares in the future. Under our Dutch Advanced Tax
Ruling, a purchase of shares should not result in any Dutch withholding tax if we hold the purchased shares in
treasury for the purpose of issuing shares pursuant to some employee share awards or for the funding of
acquisitions. However, if the shares cannot be used for these purposes, or the Dutch tax authorities challenge the
use of the shares for these purposes, such a purchase of shares for the purposes of capital reduction may be
treated as a partial liquidation subject to the 15% Dutch withholding tax to be levied on the difference between our
recognized paid in capital per share for Dutch tax purposes and the redemption price per share. Our recognized
paid in capital per share for Dutch tax purposes is €28.99 per share translated as of the date of our reincorporation
to the Netherlands on August 28, 2009.
We may be treated as a passive foreign investment company for United States tax purposes, which may
subject United States shareholders to adverse tax consequences.
If our passive income, or our assets that produce passive income, exceed levels provided by law for any
taxable year, we may be characterized as a passive foreign investment company, or a PFIC, for United States
federal income tax purposes. If we are treated as a PFIC, U.S. holders of our ordinary shares would be subject to a
disadvantageous United States federal income tax regime with respect to the distributions they receive and the
gain, if any, they derive from the sale or other disposition of their ordinary shares.
We believe that we were not a PFIC for the tax year ended June 30, 2013 and we expect that we will not
become a PFIC in the foreseeable future. However, whether we are treated as a PFIC depends on questions of fact