Vistaprint 2015 Annual Report Download - page 33

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would result in a higher tax liability to us. In addition, if the country from which the income is reallocated does not
agree with the reallocation, both countries could tax the same income, resulting in double taxation.
Our Articles of Association, Dutch law and the independent foundation, Stichting Continuïteit Cimpress,
may make it difficult to replace or remove management, may inhibit or delay a change of control or may
dilute your voting power.
Our Articles of Association, or Articles, as governed by Dutch law, limit our shareholders' ability to suspend
or dismiss the members of our management board and supervisory board or to overrule our supervisory board's
nominees to our management board and supervisory board by requiring a supermajority vote to do so under most
circumstances. As a result, there may be circumstances in which shareholders may not be able to remove members
of our management board or supervisory board even if holders of a majority of our ordinary shares favor doing so.
In addition, an independent foundation, Stichting Continuïteit Cimpress, or the Foundation, exists to
safeguard the interests of Cimpress N.V. and its stakeholders, which include but are not limited to our shareholders,
and to assist in maintaining Cimpress' continuity and independence. To this end, we have granted the Foundation a
call option pursuant to which the Foundation may acquire a number of preferred shares equal to the same number
of ordinary shares then outstanding, which is designed to provide a protective measure against unsolicited take-
over bids for Cimpress 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
Form 10-K