Vistaprint 2013 Annual Report Download - page 108

PROPOSAL 4 — 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, 2013, which are our audited consolidated financial state-
ments prepared in accordance with Dutch law. 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 audited financial statements contained in our Annual
Report on Form 10-K for the year ended June 30, 2013 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 contains information included in this
proxy statement and our Annual Report on Form 10-K, as well as 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 5 AND 6 — 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 year ended June 30, 2013. 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
2013. 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 7 — AUTHORIZATION TO REPURCHASE SHARES
Under Dutch law and our articles of association, our shareholders may authorize our Management Board,
with the approval of our Supervisory Board and subject to certain Dutch statutory provisions, to repurchase out-
standing shares on our behalf in an amount, at prices, and in the manner authorized by the shareholders. This
authorization will give us the flexibility to repurchase our ordinary shares without the expense of calling further
general meetings of shareholders. Under Dutch law and our articles of association, a shareholder authorization to
repurchase shares may not continue for more than 18 months, but may be given on a rolling basis. On
November 8, 2012, we received authorization from our shareholders to repurchase up to 6,800,000 of our issued
and outstanding ordinary shares on the open market, through privately negotiated transactions or in one, or more
self tender offers at prices per share between an amount equal to €0.01 (or the U.S. dollar equivalent) and an
Proxy Statement
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