Vistaprint 2011 Annual Report Download - page 103

PROPOSAL 2 — ADOPTION OF ANNUAL ACCOUNTS
At the annual meeting, we are asking you to confirm and adopt our Dutch statutory annual accounts, or
Annual Accounts, for the fiscal year ended June 30, 2011, which are our audited consolidated financial
statements prepared in accordance with Dutch generally accepted accounting principles, or Dutch GAAP. As a
Dutch company, we are required by Dutch law and our articles of association to prepare the Annual Accounts
and submit them to our shareholders for confirmation and adoption. Our Annual Accounts are different from
our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended
June 30, 2011 that were prepared in accordance with United States generally accepted accounting principles,
or U.S. GAAP, as required by United States law and NASDAQ listing standards for companies with securities
listed on U.S. stock markets.
The Annual Accounts contain some disclosures that are not required under U.S. GAAP. In addition, the
report of our Management Board that accompanies the Annual Accounts, as required by Dutch law, contains
information included in this proxy statement, our Annual Report on Form 10-K and other information required
by Dutch law.
It is important that our shareholders adopt our Annual Accounts because it is a Dutch law requirement
and also because we are not permitted under Dutch law to take certain corporate actions unless our Annual
Accounts are adopted.
You can access a copy of the Annual Accounts through our website at http://proxy.ir.vistaprint.com or by
sending a written request to:
Investor Relations
Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
Our Management Board and Supervisory Board recommend that you vote FOR the confirmation and
adoption of the Annual Accounts.
PROPOSALS 3 AND 4 — DISCHARGE OF MANAGEMENT BOARD AND
SUPERVISORY BOARD FROM CERTAIN LIABILITY
At the annual meeting, as permitted under Dutch law and customary for Dutch companies, we are asking
you to discharge the members of our Management Board and Supervisory Board from liability with respect to
the exercise of their management and supervisory duties during our fiscal year ended June 30, 2011. If our
shareholders approve this discharge of liability, then our Management Board and Supervisory Board members
will not be liable to Vistaprint for actions that they took on behalf of the company in the exercise of their
duties during fiscal 2011. However, the discharge does not apply to matters that are not disclosed to our
shareholders, and it does not affect the liability, if any, of our Management Board and Supervisory Board to
our shareholders. The discharge is also subject to the provisions of Dutch laws relating to liability upon
bankruptcy.
Our Management Board and Supervisory Board recommend that you vote FOR the discharge of the
members of our Management Board and Supervisory Board from liability as described above.
PROPOSAL 5 — CHANGES TO SUPERVISORY BOARD COMPENSATION PACKAGE
Under Dutch law and our articles of association, our shareholders determine the compensation of each
member of our Supervisory Board, including changes to their compensation, for their service as supervisory
directors. You can find a description of our current shareholder-approved compensation of our Supervisory
Board in the section of this proxy statement entitled “Compensation of Supervisory Board Members.” During
fiscal 2011, our Compensation Committee, with the assistance of Towers Watson, its compensation consultant,
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