Vistaprint 2011 Annual Report Download - page 93

Proxy Statement
VISTAPRINT N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Vistaprint N.V. will hold its 2011 Annual General Meeting of Shareholders:
on Thursday, November 3, 2011
at 5:30 p.m. Central European Time
at the offices of Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING:
(1) Reappoint a member of our Supervisory Board to serve for a term of four years ending on the date of our annual
general meeting of shareholders in 2015;
(2) Adopt our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30,
2011;
(3) Discharge the members of our Management Board from liability with respect to the exercise of their duties during the
year ended June 30, 2011;
(4) Discharge the members of our Supervisory Board from liability with respect to the exercise of their duties during the
year ended June 30, 2011;
(5) Approve changes to our Supervisory Board compensation package to increase the cash compensation received by our
supervisory directors;
(6) Renew the authorization of our Management Board, acting with the approval of our Supervisory Board, until
November 3, 2016 to issue ordinary shares or grant rights to subscribe for ordinary shares up to our maximum authorized share
capital at the time of the issue;
(7) Renew the authorization of our Management Board, acting with the approval of our Supervisory Board, until
November 3, 2016 to issue preferred shares or grant rights to subscribe for preferred shares up to 100% of the aggregate nominal
value of our outstanding ordinary shares at the time of issue;
(8) Renew the authorization of our Management Board, acting with the approval of our Supervisory Board, until
November 3, 2016 to resolve to exclude or restrict our shareholders’ pre-emptive rights under Dutch law with respect to the
ordinary shares, preferred shares and rights to subscribe therefor that the Management Board may issue or grant pursuant to the
authority in Proposals 6 and 7 above;
(9) Appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012;
(10) Hold a non-binding, advisory “say on pay” vote regarding the compensation of our named executive officers, as
described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures
in this proxy statement;
(11) Hold a non-binding, advisory “say on frequency” vote regarding the frequency of the future advisory votes on
our executive compensation program (once every year, every two years or every three years); and
(12) Transact other business, if any, that may properly come before the meeting or any adjournment of the meeting.
Our Management Board and Supervisory Board have no knowledge of any other business to be transacted at the
annual general meeting.
Shareholders of record at the close of business on October 6, 2011 are entitled to vote at the annual general meeting.
Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting,
please complete, sign, date and promptly return the enclosed proxy card in the postage-prepaid envelope we have
provided. Your prompt response will ensure that your shares are represented at the annual general meeting. You can
change your vote and revoke your proxy by following the procedures described in this proxy statement.
All shareholders are cordially invited to attend the annual general meeting.
By order of the Management Board,
Chairman of the Management Board, President and
Chief Executive Officer
October 12, 2011