Vistaprint 2011 Annual Report Download - page 98

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Proxy Statement
Where can I find the voting results?
We will report the voting results within four business days after the annual meeting on a Current Report
on Form 8-K that we will file with the SEC.
How and when may I submit a shareholder proposal, including a shareholder nomination for supervi-
sory director, for the 2012 annual general meeting?
Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange, both
U.S. and Dutch rules and timeframes apply if you wish to submit a candidate to be considered for election to
our Supervisory Board at our 2012 annual general meeting or if you wish to submit another kind of proposal
for consideration by shareholders at our 2012 annual general meeting.
Under our Dutch articles of association, if you are interested in submitting a 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 2012 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 our articles of association, shareholders do not have the right to nominate or appoint their own
candidates for supervisory director directly, but if you submit information about a potential candidate for
supervisory director to our Nominating and Corporate Governance Committee, as described in the section of
this proxy statement entitled “Supervisory Director Nomination Process,” then our Nominating and Corporate
Governance Committee will consider whether he or she is appropriate for nomination to our Supervisory
Board.
Under U.S. securities laws, if you wish to have a proposal included in our proxy statement for the 2012
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 2012 proxy statement, we must receive your proposal at our registered offices in Venlo, the
Netherlands as set forth below no later than June 15, 2012.
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
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