Vistaprint 2015 Annual Report Download - page 123

11
As required by Dutch law, we have a shareholder-approved Remuneration Policy that applies to our Management
Board members, which you can find on the Corporate Governance page in the Investor Relations section of
www.cimpress.com, and the compensation of our named executive officers is in accordance with the Remuneration
Policy. This proposal provides, pursuant to Section 2:135(5a) of the Dutch Civil Code, for a discussion regarding the
implementation of the remuneration policy for the Management Board. The discussion takes place on the basis of
the information referred to in Section 2:383c up to and including Section 2:383e of the Dutch Civil Code, as included
in the explanatory notes to the financial statements included in our Dutch statutory annual accounts for the fiscal
year ended June 30, 2015. This advisory vote on executive compensation does not amend the Remuneration
Policy in any way.
In 2011, a majority of our shareholders voted to hold the advisory vote to approve our executive compensation on
an annual basis. Therefore, we intend to put forth at each annual general meeting of shareholders an advisory vote
on the compensation of our named executive officers for the immediately preceding fiscal year.
Our Management Board and Supervisory Board recommend that you vote FOR the approval of the
compensation of our named executive officers, as described in this proxy statement.
PROPOSAL 5 - ADOPT OUR 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, 2015, which are our audited consolidated financial statements
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, 2015 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.CIMPRESS.com or by
sending a written request to:
Investor Relations
c/o Cimpress USA Incorporated
275 Wyman Street
Waltham, MA 02451
USA
Our Management Board and Supervisory Board recommend that you vote FOR the confirmation and
adoption of the Annual Accounts.
PROPOSALS 6 AND 7 - 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, 2015. If our shareholders
approve this discharge of liability, then our Management Board and Supervisory Board members will not be liable to
Cimpress for actions that they took on behalf of the company in the exercise of their duties during fiscal 2015.
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.
Proxy Statement