Vistaprint 2009 Annual Report Download - page 47

and vote our preferred shares in order to maintain the independence, continuity or identity of Vistaprint
N.V. If the Foundation were to exercise the call option, it may prevent a change of control or delay or
prevent a takeover attempt, including a takeover attempt that might result in a premium over the
market price for our ordinary shares. Exercise of the preferred share option would also effectively dilute
the voting power of our outstanding ordinary shares by one-half.
In addition, our management board has been granted the right to issue preferred shares up to an
amount equal to the number of ordinary shares under our authorized share capital. This authorization
must be renewed by our shareholders at least every five years.
We have limited flexibility with respect to certain aspects of capital management.
Dutch law allows our shareholders to grant the management board the authority to issue ordinary
shares as it determines appropriate without obtaining specific shareholder approval for each issuance,
but this authorization is limited to the number of ordinary shares under our authorized share capital and
must be renewed by the shareholders at least every five years. Additionally, subject to specified
exceptions, Dutch law grants preemptive rights to existing shareholders to subscribe for new issuances
of shares. Dutch law also reserves for approval by shareholders many corporate actions, such as the
approval of dividends. Situations may arise where the flexibility to issue shares, pay dividends or take
other corporate actions without a shareholder vote would be beneficial to the us, but is not available
under Dutch law.
Because of our articles of association and our organization under Dutch law, you 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. The rights of our
shareholders and the responsibilities of the supervisory board and management board that direct our
affairs are different from those established under the statutes and judicial precedents of the United
States. For example, class action lawsuits and derivative lawsuits are generally not available under
Dutch law. You may find it more difficult to protect your interests against actions by members of our
supervisory board or management board than you would if we were a U.S. corporation. Under Dutch
law, the supervisory board and the management board are responsible for acting in the best interests
of the company, its business and all of its stakeholders generally, which includes shareholders,
employees, customers and creditors, not just shareholders. Furthermore, under our Articles, we are
obligated to indemnify the members of our supervisory board and our management board against
liabilities resulting from proceedings against such members in connection with their membership on
either board, if such member acted in good faith and in a manner he believed to be in our best interests
and such member has not been adjudged in a final and non-appealable judgment by a Dutch judge to
be liable for gross negligence or willful misconduct, subject to various exceptions.
We are incorporated under the laws of the Netherlands, and the majority of our assets are
located outside the United States, which may make it difficult for shareholders to enforce civil
liability provisions of the federal or state securities laws of the United States.
We are incorporated under the laws of the Netherlands and substantial portions of our assets are
located outside of the United States. In addition, certain members of our management board and our
officers reside outside the United States. As a result, it may be difficult for investors to effect service of
process within the United States upon us or such other persons, or to enforce outside the U.S.
judgments obtained against such persons in U.S. courts, in any action, including actions predicated
upon the civil liability provisions of U.S. securities laws. In addition, it may be difficult for shareholders
to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights
Form 10-K
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