Vistaprint 2010 Annual Report Download - page 108

Proxy Statement
How do I vote?
You may vote by completing and signing the proxy card that accompanies this proxy statement and
promptly mailing it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed
envelope if you mail it in the United States. If your shares are held in “street name” by a bank or brokerage
firm, then you will need to follow the directions your bank or brokerage firm provides to you in order to vote
your shares. Many banks and brokerage firms offer the option of voting by mail, over the Internet or by
telephone, which will be explained in the vote instruction form you receive from your bank or brokerage firm.
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 — 7.
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 another proxy with a later date and delivering the new proxy to our Corporate Secretary at
Hudsonweg 8, 5928 LW Venlo, the Netherlands before the date of our annual meeting;
• delivering to 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.
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 4, 2010. 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 and 2: 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 by a vote of at least
two-thirds of the votes cast at a meeting representing more than half of our share capital.
•Proposals 3 through 7: 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
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