Vistaprint 2015 Annual Report Download - page 124

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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 8 - 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 12, 2014, we
received authorization from our shareholders to repurchase up to 6,400,000 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 August 31, 2015, we have repurchased 1,028,690 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 6,500,000 of our issued and
outstanding ordinary shares (which represents approximately 20% of the 33.2 million shares outstanding as of
June 30, 2015) 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 17, 2017.
An authorization to repurchase up to 6,500,000 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 Cimpress 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
the shares while taking into account our debt covenants and other uses for our cash or debt capacity, general
shareholder concentration, and liquidity concerns, as well as other items.
If our shareholders do not approve this proposal, then we intend to continue to make share repurchases, if any,
under the previous authorization that our shareholders approved at our November 12, 2014 annual general
meeting, which will expire on May 12, 2016. If our shareholders do approve this proposal, then the repurchase
authorization described in this proposal will replace the November 2014 repurchase authorization, and we will make
any future share repurchases pursuant to this new authorization.