Vistaprint 2015 Annual Report Download - page 125

13
Our Management Board and Supervisory Board recommend that you vote FOR the authorization of the
Management Board and Supervisory Board to repurchase our issued and outstanding ordinary shares as
described above.
PROPOSAL 9 - RENEW OUR AUTHORIZATION TO ISSUE ORDINARY SHARES
Dutch law and our articles of association require us to seek the approval of our shareholders each time we wish
to issue new shares from our authorized share capital, unless our shareholders have previously authorized our
Management Board, with the approval of our Supervisory Board, to issue shares. This authorization may not
continue for more than five years, but may be given on a rolling basis. On November 3, 2011, we received
authorization from our shareholders to issue ordinary shares, or grant rights to subscribe for ordinary shares, up to
a maximum of our authorized share capital at the time of issue, which is currently 100 million ordinary shares, €0.01
par value per share. This existing authorization expires on November 3, 2016, and it is common practice for Dutch
companies to seek to renew the authorization to issue shares periodically on a rolling basis.
At the annual meeting, we are asking our shareholders to authorize our Management Board, with the approval of
our Supervisory Board, until May 17, 2017 to issue ordinary shares, or grant rights to subscribe for ordinary shares,
up to a maximum of:
• 10% of our outstanding share capital at the time of issue for general corporate purposes including but not
limited to equity compensation, acquisitions, and financings; and
• an additional 10% of our outstanding share capital at the time of issue in connection with our acquisition of
all or a majority of the equity or assets of another entity.
Although we currently issue ordinary shares from our treasury account and have no plans to issue any new
ordinary shares from our authorized share capital, we are seeking this authorization to maintain our flexibility to
issue, or grant rights to subscribe for, 10% of our outstanding share capital at times when we believe doing so
would be in Cimpress' best interests, including for equity compensation purposes, in connection with acquisitions,
financings, and other transactions, and for other general corporate purposes. In addition, because an important
component of our strategy is to selectively pursue acquisitions of businesses that complement or enhance our
current business and operations, we are also seeking authorization to issue, or grant rights to subscribe for, up to
an additional 10% of our outstanding share capital in connection with the acquisition of other entities or their assets.
We believe it is important to our continued growth to retain the flexibility to issue securities in a timely manner
without the delay and uncertainty of obtaining specific shareholder approval for each issuance. Although our
existing authorization allows us to issue up to our maximum share capital, at this annual meeting we are seeking
the authorization to issue a more limited number of shares for a limited time (18 months) to balance our need for
flexibility to issue new shares against the potential dilution of our shareholders. Furthermore, because our ordinary
shares are listed on Nasdaq, our issuance of additional shares will remain subject to Nasdaq rules, which require,
among other things, shareholder approval for the issuance of shares in excess of 20% of our shares outstanding
(with several exceptions).
If our shareholders do not renew the Management Board’s authority, then the previous authorization would
remain in place, and we could continue to issue ordinary shares pursuant to that authorization until it expires on
November 3, 2016. If our shareholders do approve this proposal, then the authorization to issue ordinary shares
described in this proposal will replace the November 2011 authorization.
Our Management Board and Supervisory Board recommend that you vote FOR the renewal of our
authorization to issue ordinary shares and grant rights to subscribe for ordinary shares as described
above.
PROPOSAL 10 - RENEW OUR AUTHORIZATION TO EXCLUDE OR RESTRICT
SHAREHOLDERS' PREEMPTIVE RIGHTS
Under Dutch law, holders of our ordinary shares (other than our employees who receive ordinary shares under
our equity compensation plans) would generally have a pro rata preemptive right of subscription with respect to any
new ordinary shares we issue for cash or any grant of rights to subscribe for ordinary shares. A preemptive right of
subscription is the right of our current shareholders to maintain their percentage ownership of Cimpress' shares by
buying a proportional number of any new shares that Cimpress issues. However, Dutch law and our articles of
association permit our shareholders to authorize our Management Board, with the approval of our Supervisory
Proxy Statement