Vistaprint 2015 Annual Report Download - page 126

14
Board, to exclude or restrict these preemptive rights. 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
exclude or restrict these preemptive rights, which authorization expires on November 3, 2016, and it is common
practice for Dutch companies to seek to renew this authorization periodically on a rolling basis.
At the annual meeting, we are asking our shareholders to renew the authority of our Management Board, with the
approval of our Supervisory Board, until May 17, 2017 to exclude or restrict preemptive rights with respect to
issuances of ordinary shares or grants of rights to subscribe for ordinary shares pursuant to any authorization of our
shareholders. Preemptive rights are uncommon for public companies domiciled in the United States. We
believe that if we are not granted the authority to limit preemptive rights, our ability to raise capital through sales of
our securities would be significantly affected because shareholders’ exercise of their preemptive rights would cause
delays in a transaction and may dissuade potential buyers of our securities from entering into a transaction with us.
Any limits or waivers of preemptive rights would apply equally to all holders of our ordinary shares.
If our shareholders do not renew the Management Board’s authority, then our previous authorization would
remain in place, and we could continue to exclude or restrict preemptive rights pursuant to that authorization until it
expires on November 3, 2016. If our shareholders do approve this proposal, then the authorization to exclude or
restrict preemptive rights 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 exclude or restrict our shareholders' preemptive rights.
PROPOSAL 11 - APPOINT OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected PricewaterhouseCoopers LLP, or PwC, as our independent registered public
accounting firm for the fiscal year ending June 30, 2016 with respect to our consolidated financial statements
prepared in accordance with U.S. generally accepted accounting principles, and we are asking our shareholders to
appoint PwC as our statutory auditor of Cimpress N.V. We do not expect that PwC will attend the annual meeting or
be available to answer questions.
During the summer of 2014, we engaged in a rigorous request for proposal process with the participation of
several auditing firms, including PwC and Ernst & Young, which had served as our independent registered public
accounting firm for our fiscal year ended June 30, 2014 and previous fiscal years. Upon reviewing the proposals we
received in this process, our Audit Committee selected PwC as our independent registered accounting firm for our
fiscal year ended June 30, 2015 and dismissed Ernst & Young. The reports of Ernst & Young as of and for our
consolidated financial statements for the years ended June 30, 2014 and 2013 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended June 30, 2014 and 2013, and through August 15, 2014, there were no (a) disagreements
with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Ernst & Young’s satisfaction, would have caused Ernst
& Young to make reference to the subject matter thereof in connection with its reports for such years; or
(b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
Our Management Board and Supervisory Board recommend that you vote FOR the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year
ending June 30, 2016.
Independent Registered Public Accounting Firm Fees and Other Matters
The following table presents the aggregate fees and expenses billed for services rendered by Ernst & Young LLP,
our independent registered public accounting firm for the fiscal year ended June 30, 2014, and by PwC, our
independent registered public accounting firm for the fiscal year ended June 30, 2015. The amounts reported for
each fiscal year represent the fees and expenses for services rendered during the applicable fiscal year, regardless
of when the fees and expenses were billed.