Vistaprint 2010 Annual Report Download - page 110

Proxy Statement
considered for election at our 2011 annual general meeting or if you wish to submit another kind of proposal
for consideration by shareholders at our 2011 annual general meeting.
Under our Dutch articles of association, if you are interested in submitting a non-director proposal, you
must fulfill the requirements set forth in our articles of association, including satisfying both of the following
criteria:
• We must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no
later than 60 days before the 2011 annual general meeting.
• The number of ordinary shares you hold must equal at least the lesser of 1% of our issued share capital
or the equivalent of A50 million in aggregate market value.
Under U.S. securities laws, if you wish to have a non-director proposal included in our proxy statement
for the 2011 annual general meeting, then in addition to the above requirements, you also need to follow the
procedures outlined in Rule 14a-8 of the U.S. Securities Exchange Act of 1934, or the Exchange Act, and the
deadline for submitting your proposal to us is earlier than the deadline specified above: For your proposal to
be eligible for inclusion in our 2011 proxy statement, we must receive your proposal at our registered offices
in Venlo, the Netherlands as set forth below no later than June 15, 2011.
Any proposals, nominations or notices under our articles of association or pursuant to Rule 14a-8 should
be sent to:
Secretary, Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
With a copy to:
General Counsel
Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
What are the costs of soliciting these proxies?
We will bear the costs of solicitation of proxies. We have retained Alliance Advisors for a fee of $7,500
plus expenses to assist us in soliciting proxies from our shareholders and to verify certain records relating to
the solicitation. We and our supervisory directors, officers and selected other employees may also solicit
proxies by mail, telephone, e-mail or by other means of communication. Supervisory directors, officers and
employees who help us in solicitation of proxies will not be specially compensated for those services, but they
may be reimbursed for their reasonable out-of-pocket expenses incurred in connection with their solicitation.
We will request brokers, custodians and fiduciaries to forward proxy soliciting material to the owners of our
ordinary shares that they hold in their names and will reimburse these entities for their reasonable out-of-
pocket expenses incurred in connection with the distribution of our proxy materials.
Householding of Annual Meeting Materials
Some banks, brokers and other nominee record holders may participate in the practice of “householding”
proxy statements and annual reports. This means that only one copy of our proxy statement and annual report
to shareholders may be sent to multiple shareholders in your household. We will promptly deliver a separate
copy of either document to you if you contact us at the following address or telephone number: Vistaprint
N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington, MA
02421, USA, telephone no. [phone]. If you want to receive separate copies of the proxy statement or
annual report to shareholders in the future, or if you are receiving multiple copies and would like to receive
only one copy per household, you should contact your bank, broker, or other nominee record holder if you
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