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VISTAPRINT N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Vistaprint N.V. will hold its 2013 Annual General Meeting of Shareholders:
on Thursday, November 7, 2013
at 7:00 p.m. Central European Time
at the offices of Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING:
(1) Reappoint John J. Gavin, Jr. to our Supervisory Board to serve for a term of four years ending on the date of our annual
general meeting of shareholders in 2017;
(2) Reappoint George M. Overholser to our Supervisory Board to serve for a term of four years ending on the date of our
annual general meeting of shareholders in 2017;
(3) Reappoint Robert S. Keane to our Management Board to serve for a term of four years ending on the date of our annual
general meeting of shareholders in 2017;
(4) Adopt our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2013;
(5) Discharge the members of our Management Board from liability with respect to the exercise of their duties during the year
ended June 30, 2013;
(6) Discharge the members of our Supervisory Board from liability with respect to the exercise of their duties during the year
ended June 30, 2013;
(7) Authorize our Management Board, acting with the approval of our Supervisory Board, to repurchase up to 6,500,000 of our
issued and outstanding ordinary shares (which represents approximately 20% of our 32.8 million shares outstanding as of June 30,
2013) until May 7, 2015 on the open market (including block trades that satisfy the safe harbor provisions of Rule 10b-18 pursuant
to the United States 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 reason-
ably determined by the Management Board);
(8) Reapprove our Performance Incentive Plan for Covered Employees for purposes of Section 162(m) of the United States
Internal Revenue Code;
(9) Approve the changes to our Supervisory Board compensation package described in this proxy statement;
(10) Appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30,
2014;
(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 10, 2013 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 16, 2013
Proxy Statement