Vistaprint 2014 Annual Report Download - page 103

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VISTAPRINT N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Vistaprint N.V. will hold its 2014 Annual General Meeting of Shareholders:
on Wednesday, November 12, 2014
at 7:00 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 Richard T. Riley to our Supervisory Board to serve for a term of four years ending on the date of our
annual general meeting of shareholders in 2018;
(2) Appoint Wilhelm G.A. Jacobs to our Management Board to serve for a term of four years ending on the date of
our annual general meeting of shareholders in 2018;
(3) Following a discussion on the application of the remuneration policy over the fiscal year ended June 30, 2014,
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;
(4) Adopt our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30,
2014;
(5) Discharge the members of our Management Board from liability with respect to the exercise of their duties during
the fiscal year ended June 30, 2014;
(6) Discharge the members of our Supervisory Board from liability with respect to the exercise of their duties during
the fiscal year ended June 30, 2014;
(7) Authorize our Management Board, acting with the approval of our Supervisory Board, to repurchase up to
6,400,000 of our issued and outstanding ordinary shares (which represents approximately 20% of our 32.3 million
shares outstanding as of June 30, 2014) until May 12, 2016 on the open market (including block trades that satisfy
the safe harbor provisions of Rule 10b-18 pursuant to the United States Securities Exchange Act of 1934, or the
Exchange Act), through privately negotiated transactions, or in one or more self-tender offers at prices per share
between an amount equal to €0.01 and an amount equal to 120% of the market price of our ordinary shares on the
NASDAQ Global Select Market, or NASDAQ, or any other securities exchange where our shares are then traded (the
market price being deemed to be the average of the closing price on each of the consecutive days of trading during
a period no shorter than one trading day and no longer than 10 trading days immediately preceding the date of
repurchase, as reasonably determined by the Management Board);
(8) Amend our articles of association to change our name to Cimpress N.V.;
(9) Appoint PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year
ending June 30, 2015; and
(10) 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.
Proxy Statement