Vistaprint 2014 Annual Report Download - page 29

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take-over bids for Vistaprint and other hostile threats. If the Foundation were to exercise the call option, it may
prevent a change of control or delay or prevent a takeover attempt, including a takeover attempt that might result in
a premium over the market price for our ordinary shares. Exercise of the preferred share option would also
effectively dilute the voting power of our outstanding ordinary shares by one half.
We have limited flexibility with respect to certain aspects of capital management and certain corporate
transactions.
Dutch law requires shareholder approval for the issuance of shares and grants preemptive rights to existing
shareholders to subscribe for new issuances of shares. In November 2011, our shareholders granted our
supervisory board and management board the authority to issue ordinary shares as the boards determine
appropriate, without obtaining specific shareholder approval for each issuance, and to limit or exclude shareholders'
preemptive rights. However, this authorization expires in November 2016. Although we plan to seek re-approval
from our shareholders from time to time in the future, we may not succeed in obtaining future re-approvals. In
addition, subject to specified exceptions, Dutch law requires shareholder approval for many corporate actions, such
as the approval of dividends, authorization to purchase outstanding shares, and corporate acquisitions of a certain
size. Situations may arise where the flexibility to issue shares, pay dividends, purchase shares, acquire other
companies, or take other corporate actions without a shareholder vote would be beneficial to us, but is not available
under Dutch law.
Because of our corporate structure, our shareholders may find it difficult to pursue legal remedies against
the members of our supervisory board or management board.
Our Articles and our internal corporate affairs are governed by Dutch law, and the rights of our shareholders
and the responsibilities of our supervisory board and management board are different from those established under
United States laws. For example, under Dutch law derivative lawsuits are generally not available, and our
supervisory board and management board are responsible for acting in the best interests of the company, its
business and all of its stakeholders generally (including employees, customers and creditors), not just shareholders.
As a result, our shareholders may find it more difficult to protect their interests against actions by members of our
supervisory board or management board than they would if we were a U.S. corporation.
Because of our corporate structure, our shareholders may find it difficult to enforce claims based on United
States federal or state laws, including securities liabilities, against us or our management team.
We are incorporated under the laws of the Netherlands, and the vast majority of our assets are located
outside of the United States. In addition, some of our officers and management board members reside outside of
the United States. In most cases, a final judgment for the payment of money rendered by a U.S. federal or state
court would not be directly enforceable in the Netherlands. Although there is a process under Dutch law for
petitioning a Dutch court to enforce a judgment rendered in the United States, there can be no assurance that a
Dutch court would impose civil liability on us or our management team in any lawsuit predicated solely upon U.S.
securities or other laws. In addition, because most of our assets are located outside of the United States, it could be
difficult for investors to place a lien on our assets in connection with a claim of liability under U.S. laws. As a result,
it may be difficult for investors to enforce U.S. court judgments or rights predicated upon U.S. laws against us or our
management team outside of the United States.
We may not be able to make distributions or purchase shares without subjecting our shareholders to Dutch
withholding tax.
A Dutch withholding tax may be levied on dividends and similar distributions made by Vistaprint N.V. to its
shareholders at the statutory rate of 15% if we cannot structure such distributions as being made to shareholders in
relation to a reduction of par value, which would be non-taxable for Dutch withholding tax purposes. We have
purchased our shares and may seek to purchase additional shares in the future. Under our Dutch Advanced Tax
Ruling, a purchase of shares should not result in any Dutch withholding tax if we hold the purchased shares in
treasury for the purpose of issuing shares pursuant to employee share awards or for the funding of acquisitions.
However, if the shares cannot be used for these purposes, or the Dutch tax authorities challenge the use of the
shares for these purposes, such a purchase of shares for the purposes of capital reduction may be treated as a
partial liquidation subject to the 15% Dutch withholding tax to be levied on the difference between our recognized
paid in capital per share for Dutch tax purposes and the redemption price per share. Our recognized paid in capital
Form 10-K