Vistaprint 2014 Annual Report Download - page 116

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PROPOSALS 5 AND 6 - DISCHARGE OUR 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, 2014. 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 2014. 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 - RENEW OUR 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 outstanding
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 7, 2013, we received
authorization from our shareholders to repurchase up to 6,500,000 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 amount equal to 120% of the
market price of our ordinary shares on NASDAQ. As of June 30, 2014, we have repurchased 1,044,136 ordinary
shares under this authority. We are now seeking a renewal of our authorization to repurchase our ordinary shares.
Our Management Board believes that we would benefit from a renewal of the grant of authority to repurchase our
ordinary shares. If the Management Board believes that our shares may be undervalued at the market levels at
which they are then trading, repurchases of our share capital may represent an attractive investment for us and our
shareholders. Our Management Board, with the prior approval of our Supervisory Board and within the parameters
described in this proposal, would determine the number of shares repurchased, if any, and the timing and manner
of any repurchases in light of prevailing market conditions, our available resources, and other factors that we cannot
now predict. The repurchased shares could be used for any valid corporate purpose, including the issuance of
shares under our equity compensation plans or for acquisitions, mergers or similar transactions. The reduction in
our issued and outstanding shares resulting from any repurchases would increase the proportionate interest of the
remaining shareholders in whatever future profits we may earn. Under Dutch law, the number of our ordinary shares
that we or our subsidiaries hold may never exceed 50% of the total number of our issued and outstanding shares.
In order to provide us with maximum flexibility, we propose that our shareholders grant the Management Board,
acting with the approval of our Supervisory Board, authority to repurchase up to 6,400,000 of our issued and
outstanding ordinary shares (which represents approximately 20% of the 32.3 million shares outstanding as of
June 30, 2014) on the open market (including block trades that satisfy the safe harbor provisions of Rule 10b-18
pursuant to 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 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). This authority would begin on the date of the annual meeting
and extend for 18 months until May 12, 2016.
An authorization to repurchase up to 6,400,000 of our issued and outstanding ordinary shares would not
necessarily mean that we will repurchase this amount over the authorization period. We may choose to repurchase
fewer than all of the shares authorized or none at all, and we are seeking this authorization to have the flexibility to
make repurchases if we believe doing so would be in the best interests of Vistaprint and our shareholders. Our
Supervisory Board and Management Board will analyze many factors relating to a repurchase decision, including
share price relative to our anticipated future cash flows, our ability to use operating cash flow or debt to repurchase