Vistaprint 2009 Annual Report Download - page 119

envelope if you mail it in the United States. The shares you own will be voted according to the instructions on the
proxy card you mail. If you sign and return the proxy card, but do not give any instructions on a particular matter
to be voted on as described in this proxy statement, then the shares you own will be voted in accordance with the
recommendations of our Management Board and Supervisory Board. The Management Board and Supervisory
Board recommend that you vote FOR Proposals 1 – 5.
If you attend the annual meeting in person, then you may also vote in person.
Can I change my vote after I have mailed my proxy card?
Yes. You can revoke your proxy and change your vote at any time before the polls close at the meeting by
doing any one of the following things:
• signing and delivering another proxy with a later date to our Corporate Secretary at Hudsonweg 8, 5928
LW Venlo, the Netherlands;
• giving our Secretary written notice before or at the meeting that you want to revoke your proxy; or
• voting in person at the meeting.
Your attendance at the meeting alone will not revoke your proxy.
Can I vote if my shares are held in “street name”?
If the shares you own are held in “street name” by a bank or brokerage firm, then your bank or brokerage
firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order
to vote your shares, you will need to follow the directions your bank or brokerage firm provides to you. Many
banks and brokerage firms also offer the option of voting over the Internet or by telephone, in which case your
bank or brokerage firm will provide instructions for Internet or telephone voting on your vote instruction form.
If you wish to attend the annual meeting in person and your shares are held in street name, then you must
bring an account statement or letter from your brokerage firm or bank showing that you are the beneficial owner
of the shares as of the record date in order to be admitted to the meeting on November 17, 2009. To be able to
vote your shares held in street name at the meeting, you will need to obtain a proxy card from the holder of
record, i.e., your bank or brokerage firm.
What vote is required?
Under our articles of association, holders of at least one-third of our outstanding ordinary shares must be
represented at the annual meeting to constitute a quorum, and the following vote is required to approve each of
the proposals described in this proxy statement:
• Proposals 1, 2 and 3: In accordance with our articles of association, our Supervisory Board adopted
unanimous resolutions to make binding nominations of candidates for supervisory director. Our
shareholders may set aside these binding nominations for any of the candidates only by a vote of at least
two-thirds of the votes cast at a meeting representing more than half of our share capital.
• Proposals 4 and 5: These proposals require the approval of a majority of votes cast at a meeting at which
a quorum is present.
Dutch law and our articles of association provide that ordinary shares abstaining from voting will count as
shares present at the annual meeting but will not count for the purpose of determining the number of votes cast.
Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the
number of votes cast. “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm
that indicates on its proxy that it does not have discretionary authority to vote on a particular matter.
Proxy Statement
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