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Table of Contents VISTAPRINT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Years Ended June 30, 2006, 2005 and 2004
(in thousands, except share and per share data)
Highland Capital Partners VI Limited Partnership and related entities. Fergal Mullen, a director, is a managing director of Highland Management
Partners VI, Inc., the general partner of each of the general partners of these entities.
In connection with the Company’s IPO described in Note 9, all outstanding Series B Shares were converted into 12,874,694 common
shares.
The principal rights of the Series B Shares were as follows:
Dividend Rights
Prior to conversion into common shares, holders of Series B Shares were entitled to receive dividends at an annual rate of 8% of
the original purchase price of $4.11 per share payable only when, as and if declared by the Board of Directors. The dividends were
accruing and cumulative, and if not declared and paid prior to redemption, were payable upon redemption.
Liquidation Rights
Prior to conversion into common shares , in the event of any liquidation or winding up of the Company, assets available for
distribution to shareholders were to be distributed as follows: (1) holders of Series B Shares were entitled to receive, in preference to
holders of Series A Shares and common shares, an amount equal to the original purchase price; (2) holders of Series A Shares were
entitled to receive, in preference to holders of common shares, $1.43 per share; (3) the remaining assets were to be distributed to holders
of the Series B Shares on an as−converted basis and common shares.
Voting Rights
Prior to conversion into common shares, holders of Series B Shares were entitled to vote, together with the holders of Series A
Shares and common shares, as a single class on the following basis: (i) common shareholders had one vote per share; and (ii) holders of
Series A and Series B Shares had the number of votes equal to the number of common shares into which their shares of Preferred stock
were convertible. In addition, as long as at least 20% of the Series B Shares were outstanding, a majority of the Series B shares was
required to approve any plans to: (1) amend the Memorandum of Association or Bye−Laws; (2) authorize or issue any new class of
securities; (3) create or authorize any additional shares of Series A or Series B; (4) make an acquisition for more than $1,000 or borrow
amounts exceeding $2,500; (5) change the size of the Board of Directors; (6) increase the number of shares reserved for issuance to
employees, directors or contractors unless approved by the Board of Directors; or (7) change the principal business of the Company.
Conversion Rights
Prior to conversion into common shares, the Series B Shares initially were convertible into common shares at any time at a
conversion ratio determined based upon the original per share
75