UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CIMPRESS N.V.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION DATED AUGUST 21, 2019

CIMPRESS N.V.

Building D, Xerox Technology Park, Dundalk, County Louth

Ireland

[●], 2019

Dear Shareholder:

On [●], 2019, at 7:00 p.m. Central European Time, we will hold an extraordinary general meeting of our shareholders at the offices of Stibbe, Beethovenplein 10, 1077 WM Amsterdam, The Netherlands.

Our board of directors has unanimously approved, and is submitting to our shareholders for approval, a proposal for a cross-border merger that would result in you holding shares in an Irish public limited company rather than a Dutch public limited liability company. The proposed transaction will result in a change of our place of incorporation from The Netherlands to Ireland. The number of shares you will own in Cimpress plc, a public limited company incorporated under the laws of Ireland that is a party to the merger, will be the same as the number of shares you held in Cimpress N.V., the Dutch company that is a party to the merger, immediately prior to the completion of the transaction (unless you vote against the merger and elect for the compensation payable in such circumstances).

After the completion of the merger, the Cimpress group, with Cimpress plc as the parent company, will continue to conduct the same business operations as were conducted when Cimpress N.V. was the parent company. We expect the ordinary shares of Cimpress plc to be listed on Nasdaq under the symbol “CMPR,” the same symbol under which your shares in Cimpress N.V. are currently listed. After completion of the transaction, we will remain subject to the U.S. Securities and Exchange Commission reporting requirements and the applicable corporate governance rules of Nasdaq, and we will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles.

We are also asking our shareholders to approve two additional proposals. The first proposal is an amendment to our articles of association setting forth the formula for calculating the compensation payable to shareholders who vote against the merger and apply to have their shares cancelled instead of receiving ordinary shares of Cimpress plc. The other proposal is the creation of distributable profits of Cimpress plc under Irish law by reducing the entire share premium of Cimpress plc (or such lesser amount as may be approved by the board of directors of Cimpress plc) resulting from the allotment and issue of ordinary shares of Cimpress plc pursuant to the merger. Cimpress plc will not be able to pay dividends, make other distributions, or repurchase shares unless distributable profits are created as described in the distributable profits proposal.

The board of directors unanimously recommends that you vote to approve the merger and the other proposals described in the accompanying proxy statement. Please mark, date, sign and return the enclosed proxy card in the envelope that we or your bank or brokerage firm have provided. Many banks and brokerage firms also offer the option of voting by mail, over the Internet, or by telephone, which will be explained in the voting instruction form you receive from your bank or brokerage firm. You can change your vote and revoke your proxy by following the procedures described in the accompanying proxy statement.

The accompanying notice of meeting and proxy statement provides you with detailed information regarding the extraordinary general meeting and proposals submitted for shareholder approval. We encourage you to read this entire document carefully. You should carefully consider “Risk Factors” beginning on page [●] for a discussion of risks related to the merger before voting.

Thank you for your cooperation and support.

CIMPRESS N.V.

Building D, Xerox Technology Park, Dundalk, County Louth

Ireland

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Cimpress N.V. will hold an Extraordinary General Meeting of Shareholders:

on [●], [●], 2019

at 7:00 p.m. Central European Time

at the offices of Stibbe N.V.

Beethovenplein 10

1077 WM Amsterdam

The Netherlands

MATTERS TO BE ACTED UPON AT THE EXTRAORDINARY GENERAL MEETING:

Shareholders of record at the close of business on [●], 2019, the record date for the extraordinary general meeting are entitled to vote at the extraordinary general meeting. Your vote is important regardless of the number of ordinary shares of Cimpress N.V. you own. Whether or not you expect to attend the extraordinary general meeting, please complete, sign, date, and promptly return the enclosed proxy card in the envelope that we or your bank or brokerage firm have provided. Your prompt response will ensure that your ordinary shares of Cimpress N.V. are represented at the extraordinary general meeting. You can change your vote and revoke your proxy by following the procedures described in this proxy statement for the extraordinary general meeting.

All shareholders of Cimpress N.V. are cordially invited to attend the extraordinary general meeting.

Dated: [●], 2019

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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CERTAIN TERMS

Unless otherwise specified or the context requires otherwise, as used in this Proxy Statement, the following terms have the meanings ascribed to them below:

- iii -

- iv -

CIMPRESS N.V.

Building D, Xerox Technology Park,

Dundalk, County Louth,

Ireland

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

to be held on [●], 2019

This Proxy Statement contains information about the Extraordinary General Meeting. We will hold the meeting on [●], [●], 2019 at the offices of Stibbe, Beethovenplein 10, 1077 WM Amsterdam, The Netherlands. The meeting will begin at 7:00 p.m. Central European Time.

We are furnishing this Proxy Statement to you in connection with the solicitation of proxies by our Board for use at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting.

We are first mailing the Notice of Extraordinary General Meeting and this Proxy Statement on or about [●], 2019.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders:

This Proxy Statement is available for viewing, printing and downloading at http://proxy.ir.cimpress.com. In addition, the draft deed of amendment with respect to the proposed amendment to our articles of association is available at our offices at the address above, is attached to this Proxy Statement as Annex C, and is available for viewing, printing, and downloading at http://proxy.ir.cimpress.com.

We will furnish without charge a copy of this Proxy Statement, as filed with the SEC, and the deed of amendment described above to any Cimpress N.V. Shareholder or person with meeting rights who requests it by emailing ir@cimpress.com or writing to Cimpress N.V., c/o Cimpress USA Incorporated, Attention: Investor Relations, 275 Wyman Street, Waltham, MA 02451, USA. This Proxy Statement is also available on the SEC’s web site at www.sec.gov.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the proposed Extraordinary General Meeting. These questions and answers only highlight some of the information contained in this Proxy Statement. They may not contain all of the information that is important to you. You should carefully read this entire Proxy Statement, including the annexes.

GENERAL

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TAX MATTERS RELATED TO CIMPRESS N.V. SHAREHOLDERS

Please refer to “Material Tax Considerations Relating to the Merger” for a description of the material U.S. federal income tax, Irish tax and Dutch tax consequences of the Merger to Cimpress N.V. Shareholders and Cimpress plc Shareholders. Determining the actual tax consequences of the Merger to you may be complex and will depend on your specific situation. We urge you to consult your personal tax advisors.

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OTHER MATTERS RELATED TO CIMPRESS N.V. SHAREHOLDERS

IMPACT ON CIMPRESS N.V.

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EXTRAORDINARY GENERAL MEETING VOTING AND MECHANICS

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RISK FACTORS

Before you decide how to vote, you should carefully consider the following risk factors related to the Merger, in addition to the other information contained in this Proxy Statement, including, without limitation, our Form 10-K, and subsequent filings with the SEC.

Your rights as a Cimpress N.V. Shareholder will change as a result of the Merger due to differences between Irish law and Dutch law.

Your rights as a Cimpress N.V. Shareholder are currently governed by Dutch law and Cimpress N.V.’s articles of association. Following the Merger, you will become a Cimpress plc Shareholder and your rights as a Cimpress plc Shareholder will be governed by Irish law and Cimpress plc’s Constitution. The legal system governing companies organized under Irish law differs from the legal system governing companies organized under Dutch law. As a result, while many of the principal attributes of Cimpress N.V. Shares and Cimpress plc Shares will be similar under Dutch and Irish law, differences will exist, which, in some cases, may provide fewer protections for Cimpress plc Shareholders. We summarize your rights as a Cimpress plc Shareholder under “Description of Cimpress plc Shares” and provide a summary comparing your rights as a Cimpress N.V. Shareholder and a Cimpress plc Shareholder under the heading “Comparison of Rights of Shareholders and Governance”.

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire Cimpress plc Shares.

Following the completion of the Merger, Cimpress plc will be subject to the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules promulgated thereunder, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including Nasdaq.

Under the Irish Takeover Rules, if an acquisition of Cimpress plc Shares were to increase the aggregate holding of the acquirer and its concert parties to a level that represents 30% or more of the voting rights of Cimpress plc, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding Cimpress plc Shares at a price not less than the highest price paid by the acquirer or its concert parties for Cimpress plc Shares during the previous 12 months. This requirement would also be triggered by an acquisition of Cimpress plc Shares by a person holding (together with its concert parties) Cimpress plc Shares that represent between 30% and 50% of the voting rights in the company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12-month period. Following the authorization for trading of Cimpress plc Shares on Nasdaq, under the Irish Takeover Rules, certain persons will be presumed to be acting in concert. The Cimpress plc Board and their relevant family shareholders, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who holds 20% or more of the voting Cimpress plc Shares. The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or shareholders or the Cimpress plc Board to acquire more of our securities, including under the terms of any executive incentive arrangements. Following the listing of Cimpress plc Shares on Nasdaq, we may consult with the Irish Takeover Panel with respect to the application of this presumption and the restrictions on the ability to acquire further securities, although we are unable to provide any assurance as to whether the Irish Takeover Panel will overrule this presumption. For a description of certain takeover provisions applicable to Cimpress plc, see “Description of Cimpress plc Shares – Irish Takeover Rules” beginning on page [●]. Accordingly, the application of the Irish Takeover Rules may restrict the ability of certain of our shareholders and directors to acquire our ordinary shares.

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Anti-takeover provisions in Cimpress plc’s Constitution could make an acquisition of Cimpress plc more difficult, limit attempts by Cimpress plc shareholders to replace or remove our directors and management team and limit the market price of Cimpress plc Shares.

Cimpress plc’s Constitution will contain provisions that may delay or prevent a change of control, discourage bids at a premium over the market price of Cimpress plc Shares and adversely affect the market price of Cimpress plc Shares and the voting and other rights of Cimpress plc Shareholders. These provisions include: (1) permitting the Cimpress plc Board to issue preference shares without shareholder approval, with such rights, preferences and privileges as they may designate; (2) allowing the Cimpress plc Board to adopt a shareholder rights plan upon such terms and conditions as it deems expedient; (3) establishing an advance notice procedure for shareholder proposals to be brought before the annual general meeting, including proposed nominations of persons for election to the Cimpress plc Board; (4) permitting the Cimpress plc Board to fill vacancies on the Cimpress plc Board in certain circumstances; and (5) imposing particular approvals and other requirements in relation to certain business combinations.

These provisions do not make Cimpress plc immune from takeovers. However, these provisions may frustrate or prevent any attempts by shareholders to replace or remove the management team by making it more difficult for shareholders to replace members of the Cimpress plc Board.

If the Distributable Profits Proposal is not approved by Cimpress N.V. Shareholders and the Irish High Court, Cimpress plc will not be able to pay dividends, make other distributions and, generally, effect share repurchases and redemptions until such time as it has otherwise generated sufficient distributable profits from its operational activities following the Merger.

Under Irish law, Cimpress plc may only pay dividends, make other distributions and, generally, effect share repurchases and redemptions from “distributable profits” shown in Cimpress plc’s unconsolidated financial statements prepared in accordance with the Irish Companies Act and filed with the Irish Companies Registration Office.

Immediately following the Merger, Cimpress plc will not have any distributable profits. Accordingly, you are being asked to approve the Distributable Profits Proposal, to enable, subject to the effectiveness of the Merger, the creation of distributable profits of Cimpress plc under Irish law by reducing the entire share premium of Cimpress plc (or such lesser amount as may be approved by the Cimpress plc Board) resulting from the allotment and issuance of Cimpress plc Shares pursuant to the Merger, such that the reserve resulting from the cancellation of such share premium will be treated as distributable profits. Cimpress N.V. Shareholders are being asked to vote to approve the Distributable Profits Proposal in satisfaction of certain equitable requirements of the Irish High Court.

In addition to the approval of Cimpress N.V. Shareholders, the Distributable Profits Proposal also requires the passing of a special resolution of Cimpress plc, which will be undertaken by Cimpress plc Shareholders prior to the Effective Date and the approval of the Irish High Court. If the Distributable Profits Proposal is approved by Cimpress N.V. Shareholders and Cimpress plc Shareholders prior to the Effective Date and the Merger becomes effective, Cimpress plc intends to seek the approval of the Irish High Court for the Distributable Profits Proposal as soon as practicable following the Effective Date. Although Cimpress N.V. is not aware of any reason why the Irish High Court would not approve the Distributable Profits Proposal, such approval is a matter of judicial discretion and there is no guarantee that such approval will be forthcoming.

If the Distributable Profits Proposal is not approved by Cimpress N.V. Shareholders and the Irish High Court, Cimpress plc will not be able to pay dividends, make other distributions and, generally, effect share repurchases and redemptions until such time as it has otherwise generated sufficient distributable profits from its operational activities following the Merger.

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We may choose to abandon or delay the Merger. In addition, we may not be able to receive the requisite governmental approvals to consummate the Merger.

We currently expect to complete the Merger on or about [●], 2019. However, our Board may delay the Merger for a significant time or may abandon the Merger after the Extraordinary General Meeting and before the issuance of the Order of the Irish High Court because, among other reasons, of a determination by our Board that completing the Merger is no longer in our best interest or the best interests of Cimpress N.V. Shareholders or may not result in the benefits we expect. Additionally, we may not be able to obtain the requisite court or other approvals. For further detail, see “Proposal Number Two: The Merger—Conditions to the Consummation of the Merger” and “Proposal Number Two: The Merger—Amendment, Termination or Delay.”

If Cimpress plc Shares are not eligible for deposit and clearing within the facilities of DTC, then transactions in Cimpress plc Shares may be disrupted.

The facilities of DTC are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

Upon the completion of the Merger, Cimpress plc Shares will be eligible for deposit and clearing within the DTC system. We expect to enter into arrangements with DTC whereby Cimpress plc will agree to indemnify DTC for any Irish stamp duty that may be assessed upon it as a result of its service as a depositary and clearing agency for Cimpress plc Shares. We expect that these actions, among others, will result in DTC agreeing to accept the shares for deposit and clearing within its facilities upon completion of the Merger.

DTC is not obligated to accept Cimpress plc Shares for deposit and clearing within its facilities at the closing of the Merger and, even if DTC does initially accept the Cimpress plc Shares, it will generally have discretion, as it currently has with regard to Cimpress N.V. Shares, to cease to act as a depositary and clearing agency for the shares. If DTC determined prior to the completion of the Merger that Cimpress plc Shares are not eligible for clearance within the DTC system, then we would not expect to complete the transactions contemplated by this Proxy Statement in their current form. However, if DTC determined at any time after the completion of the Merger that Cimpress plc Shares were not eligible for continued deposit and clearance within its facilities, then we believe Cimpress plc Shares would not be eligible for continued listing on a U.S. securities exchange and trading in Cimpress plc Shares would be disrupted. Although we expect Cimpress plc would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the trading price of Cimpress plc Shares.

Transfers of Cimpress plc Shares, other than by means of the transfer of book-entry interests in the DTC, may be subject to Irish stamp duty.

It is expected that for the majority of transfers of Cimpress plc Shares, there should not be any stamp duty. Transfers of Cimpress plc Shares effected by means of the transfer of book-entry interests in DTC should not be subject to Irish stamp duty, subject to confirmation by the Irish Revenue Commissioners in advance of the Merger. However, if you hold your Cimpress plc Shares directly rather than beneficially through DTC, any transfer of your Cimpress plc Shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired).

A Cimpress plc Shareholder who directly holds Cimpress plc Shares of record may transfer those shares into his or her own broker account to be held through DTC (or vice versa) and this should not give rise to Irish stamp duty provided that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer is not in contemplation of a sale of the shares by a beneficial owner to a third party.

Due to the potential Irish stamp duty charge on transfers of Cimpress plc Shares held outside DTC, those Cimpress N.V. Shareholders who do not hold their Cimpress N.V. Shares through DTC (or through a broker who in turn holds such shares through DTC) should, upon completion of the Merger, consider holding Cimpress plc Shares received by them through DTC.

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For further detail, see “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations.”

You should consult your personal tax advisors as to the tax consequences of disposing of Cimpress plc Shares received pursuant to the Merger.

Dividends you receive after the Merger may be subject to DWT, subject to exemptions.

As an Irish tax resident company, we will be required to deduct DWT (currently at the rate of 20%) from dividends paid on Cimpress plc Shares unless Cimpress plc Shareholders qualify for an exemption. Cimpress plc Shareholders resident in the EU, and other countries with which Ireland has a tax treaty (which includes the United States) will generally not be subject to DWT, provided that, in each case, they file a valid DWT Form. However, Cimpress plc Shareholders residing in other countries will generally be subject to DWT. For further detail, see “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations.”

You should consult your personal tax advisors as to the tax consequences of receiving dividends on Cimpress plc Shares.

Cimpress plc Shares received by means of a gift or inheritance may be subject to Irish capital acquisitions tax, subject to any exemptions and reliefs.

For further detail, see “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations.”

We recommend that you consult your personal advisors to consider your estate planning needs, including transfers of Cimpress plc Shares to family members and charitable organizations.

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PROPOSAL NUMBER ONE: AMEND ARTICLES OF ASSOCIATION

By proposal of our Board, we propose to amend our articles of association by adding a new article 29, in order to include the Cash Compensation Amendment.

The new article 29 reads as follows:

If the company enters into a merger with Cimpress plc, a public limited company incorporated under the laws of Ireland (“Cimpress plc”) in accordance with the joint merger proposal dated [●], 2019 prepared by the Board of Directors of the company and the board of directors of Cimpress plc, which merger proposal includes an exchange ratio of one share in the share capital of Cimpress plc in exchange for one (1) share in the share capital of the company (the “Exchange Ratio”), the cash compensation for each share which may be requested by each shareholder who votes against the intended merger in the general meeting (the “General Meeting”) due to article 2:333h Dutch Civil Code, is equal to the price of the shares on the Nasdaq Global Stock Market on the first trading date immediately after the expiration of a one month period, which period starts the day after the date of the General Meeting.

If Cimpress N.V. shareholders adopt this Proposal Number One, then the Cash Compensation Amendment will be effected immediately by the execution of the notarial deed of amendment to our articles of association. By voting in favor of this Proposal Number One, Cimpress N.V. Shareholders designate each member of the Cimpress N.V. Board and each civil-law notary (notaris), prospective civil-law notary (kandidaat-notaris) and notarial paralegal of Stibbe N.V. in Amsterdam, our Dutch law firm, to make any adjustments that are necessary as well as to sign and execute the notarial deed of amendment to our articles of association to effectuate the Cash Compensation Amendment and to undertake all other activities as the authorized person deems necessary or useful. The text of this deed of amendment effecting the Cash Compensation Amendment is attached as Annex C to the electronic copy of this Proxy Statement filed with the SEC and is also available for inspection by Cimpress N.V. Shareholders at Cimpress N.V.’s offices and on our website [●] from the date of notice convening the Extraordinary General Meeting.

Required Vote

Adoption of the proposal to amend Cimpress N.V.’s articles of association requires the approval of a majority of votes cast at a meeting at which a quorum is present. Pursuant to the articles of association, a quorum is present when one-third of the outstanding Cimpress N.V. Shares are represented at the Extraordinary General Meeting.

Recommendation of the Board

Our Board recommends that Cimpress N.V. Shareholders vote “FOR” the proposal.

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PROPOSAL NUMBER TWO: THE MERGER

Cimpress N.V. Shareholders are being asked to adopt the resolution to enter into the Merger in accordance with the Common Draft Terms of Merger at the Extraordinary General Meeting. Upon the approval thereof, and assuming the other conditions to the Merger are satisfied or waived, Cimpress N.V. Shareholders will receive, on a one-for-one basis, Cimpress plc Shares.

A cross-border merger of companies from different states within the European Economic Area (“EEA”) is governed by the Directive, which provides a set of procedures for the merger of companies from different states within the EEA. Because the Merger comes within the scope of the Directive, it must comply with both the Irish Regulations and the relevant provisions of the DCC, which implemented the Directive in Ireland and The Netherlands, respectively. Although the Directive is binding with respect to the ends it must achieve, each EEA state has a degree of autonomy regarding the means with which it will implement the Directive domestically. Some differences therefore arise between the measures implementing the Directive across EEA jurisdictions, including between Ireland and the Netherlands.

The Merger is to be structured as a “merger by acquisition” under the Irish Regulations and section 2:309 and section 2:333c DCC, the result of which is that all the assets of Cimpress N.V. will be acquired by Cimpress plc by operation of law and all of the liabilities of Cimpress N.V. will be assumed by Cimpress plc by operation of law, and Cimpress N.V. will be dissolved without going into liquidation.

Steps Required to Effect the Merger

Extraordinary General Meeting. On [●], 2019, we will hold the Extraordinary General Meeting to adopt the proposals, including the adoption of the resolution to enter into the Merger in accordance with the Common Draft Terms of Merger. Cimpress N.V. Shareholders of Record will be asked to vote in favor of the Merger. As a condition to the Merger, Cimpress plc Shareholders are also required to approve the Merger.

The Netherlands.

In connection with the Merger, the following steps will occur:

After the resolution to enter into the Merger has been adopted by Cimpress N.V. Shareholders at the Extraordinary General Meeting, once Cimpress N.V. Shareholders have adopted the resolution to enter into the Merger at the Extraordinary General Meeting, the following steps must be taken in the Netherlands in order to effect the Merger:

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Ireland.

In connection with the Merger, the following steps will occur:

Effectiveness. If all of the conditions are satisfied or waived (and we do not abandon the Merger before obtaining the Irish High Court’s Order), the Merger will take effect at the Effective Time on the Effective Date. We currently anticipate the Effective Date to be on or about [●], 2019. Once the Merger takes effect as provided for in the Irish Regulations, it may not be declared null and void and the Order made by the Irish High Court, specifying the Effective Date, shall constitute conclusive evidence of the effectiveness of the Merger.

In connection with the Merger, the following steps will occur by operation of law on the Effective Date:

As a result of the Merger, Cimpress N.V. Shareholders will become Cimpress plc Shareholders, and Cimpress N.V. will cease to exist.

After the Merger, you will own an interest in a company that will continue to conduct the same functions as conducted by Cimpress N.V. before the Merger. The number of Cimpress plc Shares you will own will be the same as the number of Cimpress N.V. Shares you owned immediately before the Merger.

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The completion of the Merger will change the form of our company and the governing companies law that applies to us from Dutch law to Irish law. Although many of the principal attributes of the Cimpress N.V. Shares and Cimpress plc Shares will be similar, there are differences between what your rights will be as a shareholder under Irish law and what they currently are as a shareholder under Dutch law. In addition, there are differences between the organizational documents of Cimpress plc and Cimpress N.V. We discuss these differences in detail under “Description of Cimpress plc Shares” and “Comparison of Rights of Shareholders and Governance.”

Compensation Mechanism

General

If the resolution to enter into the Merger is adopted by Cimpress N.V. Shareholders at the Extraordinary General Meeting, a Compensation Mechanism will be provided for those Cimpress N.V. Shareholders who have voted against the Merger and who do not wish to become Cimpress plc Shareholders. Such Electing Shareholder may file a request for compensation with Cimpress N.V. (the “Compensation Request “) in accordance with the DCC within a period of one month beginning on the day after the Extraordinary General Meeting (the “Election Period”).

A Cimpress N.V. Shareholder who has voted in favor of the Merger at the Extraordinary General Meeting, abstained from voting, or was not present or represented at the Extraordinary General Meeting, does not have any rights under the Cash Compensation Mechanism. An Electing Shareholder can make use of the Cash Compensation Mechanism only in respect of the Cimpress N.V. Shares that such Electing Shareholder: (i) held at the Record Date, (ii) voted against the Merger; and (iii) still holds at the time of the Compensation Request.

Cimpress N.V. Shareholders should note that: (i) once the Election Period has ended, any Compensation Request will be irrevocable; and (ii) following the submission of a Compensation Request, the Electing Shareholders will not be allowed to transfer or dispose of the Cimpress N.V. Shares for which they have duly exercised their rights under the Compensation Mechanism (the “Cimpress N.V. Exit Shares”) in any manner.

Upon the Effective Date, an Electing Shareholder will not receive Cimpress plc Shares but instead will receive Cash Compensation for the Cimpress N.V. Exit Shares. The Cimpress N.V. Exit Shares will be cancelled at the Effective Time of the Merger. The Cash Compensation for each Cimpress N.V. Exit Share is equal to the closing price of a Cimpress N.V. Share on Nasdaq on the first trading date immediately after the expiration of the Election Period. Cimpress N.V. and Cimpress plc will agree that any Cash Compensation will be paid by Cimpress plc within 60 calendar days following the Effective Date, net of any tax that is required to be withheld by law.

Expert Reports

As required by the Directive, Cimpress N.V. and Cimpress plc have each obtained a report from a local independent expert addressing certain matters as required by the Directive, including the experts’ views as to whether the securities exchange ratio in the Merger is fair and reasonable. Each merging company will make its expert’s report available to their respective shareholders at least one month before the meeting at which they will vote upon the Merger. For this purpose, as permitted by the Directive, Cimpress N.V. has retained Ernst & Young (Netherlands) as its independent expert and Cimpress plc has retained Ernst & Young (Ireland) as its independent expert. A copy of the experts’ reports are available on Cimpress N.V.’s website at [●], and were filed with the SEC by Cimpress N.V. on [●], 2019 as Exhibit 99.1 to a current report on Form 8-K.

Reasons for the Merger

Our Board believes that giving effect to the Merger will be in the best interests of Cimpress N.V. and Cimpress N.V. Shareholders. In arriving at this determination, our Board consulted with Cimpress N.V.’s management

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along with its legal and tax advisors and considered various factors in its deliberations. Our Board concluded that the Merger is likely to result in benefits to Cimpress N.V. and Cimpress N.V. Shareholders, including, among other benefits, maintaining our flexibility on capital allocation strategies, such as the repurchase of Cimpress N.V. Shares at times when we need to cover obligations under our equity compensation plans, for acquisitions or similar transactions or more generally at times when we believe Cimpress N.V. Shares represent an attractive investment for Cimpress N.V. and Cimpress N.V. Shareholders. If Cimpress N.V. Shareholders approve this proposal, the Merger will change Cimpress N.V.’s legal domicile from The Netherlands to Ireland and will result in other changes of a legal nature, the most significant of which are described below under the caption “Comparison of Rights of Shareholders and Governance.”

Below is a brief description of the principal factors our Board considered in determining to pursue the Merger.

Align our corporate legal structure with our tax and management structure

On February 12, 2019, Cimpress N.V. migrated its place of effective management, and consequently its tax residence, from The Netherlands to Ireland while retaining its legal domicile in The Netherlands. We believe that the Irish regime represents a more flexible and favorable environment for multinational groups with a profile like Cimpress N.V. and that Irish tax residency aligns better with Cimpress N.V.’s current international footprint and profile.

On June 13, 2019, Ireland and The Netherlands signed a new double taxation treaty (the “New Treaty”). Parliamentary procedures are underway in Ireland and The Netherlands to ratify the New Treaty, but the effective date for its entry into effect remains uncertain at this time. Depending on the amount of time required to complete the parliamentary procedures in Ireland and The Netherlands, the New Treaty might enter into effect as early as January 1, 2020.

The New Treaty will replace the existing double taxation treaty between Ireland and The Netherlands. A key provision of the New Treaty is a new tie-breaker test to be used to determine the tax residency of dual resident companies, like Cimpress N.V., for treaty purposes. The new tie-breaker test provides that tax residence of a dual resident company, such as Cimpress N.V., shall be determined by mutual agreement between the competent authorities of Ireland and The Netherlands, having regard to the place of effective management of the company, the place where the company is incorporated or otherwise constituted and other relevant factors. The specific factors which would form the basis of agreement between competent authorities under the tie-breaker test have not yet been determined and it is uncertain how long it would take the competent authorities to complete a mutual agreement procedure to determine the tax residence status. If the New Treaty becomes effective and no mutual agreement has been reached between the competent authorities of Ireland and The Netherlands, there is a risk that Cimpress N.V., as a dual resident company, could be subject to double taxation in Ireland and The Netherlands without the protection of any double taxation treaty.

Accordingly, we believe that it is in the best interests of Cimpress N.V. and its shareholders to effectuate the Merger under the terms of the existing double taxation treaty between Ireland and The Netherlands. Once the Merger has taken effect, Cimpress plc’s legal domicile will be in Ireland, aligned with its tax and management structure. As an Irish plc, it is expected that Cimpress plc will be an Irish tax resident Company which is subject to comprehensive taxation in Ireland only. Uncertainty with respect to the tax residency of Cimpress N.V. under the New Treaty will therefore be eliminated, and Cimpress plc will continue to have flexibility on capital redeployment strategies, including but not limited to share repurchases.

We cannot assure you that the anticipated benefits of the Merger will be realized. In addition to the potential benefits described above, the Merger will expose us and you to some risks. These risks include the following:

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For further detail, see “Risk Factors.”

Amendment, Termination or Delay

Subject to U.S. securities law, Irish law and Dutch law constraints, the Common Draft Terms of Merger may be amended, modified or supplemented at any time before or after its approval by Cimpress N.V. Shareholders at the Extraordinary General Meeting. However, after approval of the Common Draft Terms of Merger by Cimpress N.V. Shareholders or Cimpress plc Shareholders, no amendment, modification or supplement to the Merger may be made or effected that legally requires further approval by shareholders without obtaining such approval.

Our Board may terminate, abandon or delay the Merger, at any time before the issuance of the Order of the Irish High Court, without obtaining the approval of Cimpress N.V. Shareholders, even though the Merger may have been approved by such Cimpress N.V. Shareholders and all other conditions to the Merger may have been satisfied or waived.

Conditions to the Consummation of the Merger

The Merger will not be completed unless, among other things, the following conditions are satisfied or, if allowed by law, waived:

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U.S. Federal Securities Law Consequences

The issuance of Cimpress plc Shares to Cimpress N.V. Shareholders in connection with the Merger will not be registered under the Securities Act. Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. In determining whether it is appropriate to grant the Order confirming scrutiny of the legality of the Merger and setting the Merger Effective Date and Effective Time, the Irish High Court will consider the fairness of the terms and conditions of the Merger to Cimpress N.V. Shareholders, such that Cimpress plc Shares issued pursuant to the Merger will constitute an exempt issuance within the meaning of Section 3(a)(10) of the Securities Act.

Upon consummation of the Merger, Cimpress plc Shares will be deemed to be registered under Section 12(g) of the Exchange Act, by virtue of Rule 12g-3 under the Exchange Act, without the filing of any Exchange Act registration statement.

Effective Date and Time of the Merger

The Merger will take effect on the date and time prescribed in the Order of the Irish High Court confirming the scrutiny of the legality of the Merger and determining the fairness of the terms and conditions of the Merger to Cimpress N.V. Shareholders and setting the Merger Effective Date. The Order of the Irish High Court specifying the date of effectiveness of the Merger is conclusive evidence of the effectiveness of the Merger.

We intend to propose to the Irish High Court that the Merger take effect on [●], 2019. The determination of the Effective Date is entirely within the Irish High Court’s discretion; however, we are not aware of any reason why it would not grant the requested date.

In the event the conditions to the Merger are not satisfied, the Merger may be abandoned or delayed, even after approval by Cimpress N.V. Shareholders. In addition, until the issuance of the Order of the Irish High Court, the Merger may be abandoned or delayed by the Cimpress N.V. Board without obtaining the approval of Cimpress N.V. Shareholders, even though the Merger may have been approved by such Cimpress N.V. Shareholders and all other conditions to the Merger may have been satisfied or waived. For further detail, see “—Amendment, Termination or Delay.”

Management of Cimpress plc

When the Merger is completed, the executives and directors of Cimpress N.V. immediately prior to completion of the Merger are expected to be the executives and directors of Cimpress plc.

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Interests of Certain Persons in the Merger

No person who has been a director or executive officer of Cimpress N.V., at any time since the beginning of the last fiscal year, or any associate of any such person, has any substantial interest in the Merger, except for any interest arising from his or her ownership of securities of Cimpress N.V., as the case may be. No such person is receiving any extra or special benefit not shared on a pro rata basis by all other Cimpress N.V. Shareholders.

Regulatory Matters

Other than as disclosed in this Proxy Statement and the compliance with U.S. Federal and state securities laws and Dutch and Irish corporate law, we are not aware of any further governmental approvals or actions that are required to complete the Merger. We do not believe that any significant regulatory approvals will be required to effect the Merger.

No Action Required to Cancel Cimpress N.V. Shares and Receive Cimpress plc Shares

Assuming the Merger becomes effective, Cimpress N.V. will cease to exist and fully paid-up, non-assessable Cimpress plc Shares will be issued to you without any further action on your part. All Cimpress plc Shares will be issued in uncertificated form. Our transfer agent, if you are a registered holder, or your bank or brokerage firm, if you hold your shares in “street name,” will make an electronic entry in your name and your ownership of Cimpress plc Shares will be reflected in your account, which you will be able to access in the same way as today.

Accounting Treatment of the Merger

Under U.S. GAAP, the Merger represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at historical cost. Accordingly, the assets and liabilities of Cimpress plc will be reflected at their carrying amounts in the accounts of Cimpress N.V. at the time of the Merger.

Effect of the Merger on SEC Filing Obligations and SEC Registrant Status

Under SEC rules, companies organized outside of the United States that qualify as “foreign private issuers” remain subject to SEC regulation but are exempt from certain requirements that apply to U.S. reporting companies. Cimpress N.V. is not a “foreign private issuer,” and we do not expect that Cimpress plc will be a “foreign private issuer” following the Merger.

Upon completion of the Merger, we will remain subject to SEC reporting requirements and the mandates of the Sarbanes-Oxley Act of 2002, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. As required by Irish law, in connection with annual general meetings of Cimpress plc commencing with the 2020 annual general meeting, the Cimpress plc Irish statutory accounts will also be made available to Cimpress plc Shareholders.

Required Vote

Approval of the proposal requires a simple majority of the votes cast at a meeting at which at least one third of the outstanding shares are represented, unless less than half of the issued capital is represented at the meeting, in which case this resolution requires a majority of at least two-thirds of the votes cast at the Extraordinary General Meeting.

Recommendation of the Board

Our Board recommends that Cimpress N.V. Shareholders vote “FOR” the proposal.

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PROPOSAL NUMBER THREE: DISTRIBUTABLE PROFITS PROPOSAL

Under Irish law, Cimpress plc may only pay dividends, make other distributions and, generally, effect share repurchases and redemptions from “distributable profits” shown in Cimpress plc’s unconsolidated financial statements prepared in accordance with the Irish Companies Act and filed with the Irish Companies Registration Office.

“Distributable profits” are the accumulated realized profits of Cimpress plc that have not previously been utilized in a distribution or capitalization less its accumulated realized losses that have not previously been written off in a reduction or reorganization of capital, and include reserves created by way of a reduction of capital.

In addition, under Irish law, no dividend, distribution or share repurchase, or redemption may be paid, made or effected by Cimpress plc unless the net assets of Cimpress plc are equal to, or exceed, the aggregate of Cimpress plc’s called-up share capital plus its undistributable reserves and the relevant transaction does not reduce Cimpress plc’s net assets below such aggregate. “Undistributable reserves” include the undenominated capital, the capital redemption reserve fund and the amount by which Cimpress plc’s accumulated unrealized profits that have not previously been utilized by any capitalization exceed Cimpress plc’s accumulated unrealized losses that have not previously been written off in a reduction or reorganization of capital.

Immediately following the Merger, the unconsolidated balance sheet of Cimpress plc will not contain any distributable profits and “shareholders’ equity” on such balance sheet will be comprised entirely of “share capital” (equal to the aggregate nominal value of Cimpress plc Shares allotted and issued pursuant to the Merger) and “share premium” (equal to the amount paid-up on such Cimpress plc Shares in excess of the nominal value). You are being asked to approve the Distributable Profits Proposal, to enable, subject to the effectiveness of the Merger, the creation of distributable profits of Cimpress plc under Irish law by reducing the entire share premium of Cimpress plc (or such lesser amount as may be approved by the Cimpress plc Board) resulting from the allotment and issue of Cimpress plc Shares pursuant to the Merger, such that the reserve resulting from the cancellation of such share premium will be treated as distributable profits. Cimpress N.V. Shareholders are being asked to vote to approve the Distributable Profits Proposal in satisfaction of certain equitable requirements of the Irish High Court.

In addition to the approval of Cimpress N.V. Shareholders, the Distributable Profits Proposal also requires the passing of a special resolution of Cimpress plc, which will be undertaken by Cimpress plc Shareholders prior to the Effective Date and the approval of the Irish High Court. If the Distributable Profits Proposal is approved by Cimpress N.V. Shareholders and Cimpress plc Shareholders prior to the Effective Date and the Effective Time, Cimpress plc intends to seek the approval of the Irish High Court for the Distributable Profits Proposal as soon as practicable following the Effective Date. Although Cimpress N.V. is not aware of any reason why the Irish High Court would not approve the Distributable Profits Proposal, such approval is a matter of judicial discretion and there is no guarantee that such approval will be forthcoming.

While the Cimpress N.V. Board recommends that Cimpress N.V. Shareholders vote for the Distributable Profits Proposal, the passing of the Distributable Profits Proposal is not a condition to the Merger. If the Distributable Profits Proposal is not approved by Cimpress N.V. Shareholders and the Irish High Court, Cimpress plc will not be able to pay dividends, make other distributions and, generally, effect share repurchases and redemptions until such time as it has otherwise generated sufficient distributable profits from its operational activities following the Merger.

Required Vote

While the Distributable Profits Proposal requires the approval of a majority of votes cast at a meeting at which a quorum is present. In addition, while approval of the Distributable Profits Proposal by a majority of votes cast at the meeting is sufficient for approval of the proposal under Dutch law (which governs the Extraordinary General Meeting at which the vote will take place), we are seeking the approval of not less than 75% of the votes cast at

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the meeting to increase the likelihood of obtaining Irish High Court approval of the Distributable Profits Proposal, as such higher approval threshold would be required if the vote on the Distributable Profits Proposal were being conducted under Irish law.

Recommendation of the Board

Our Board recommends that Cimpress N.V. Shareholders vote “FOR” the proposal.

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MATERIAL TAX CONSIDERATIONS RELATING TO THE MERGER

Material U.S. Federal Income Tax Considerations

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) of Cimpress N.V. Shares, and of the subsequent ownership and disposition of Cimpress plc Shares received by such U.S. Holders in the Merger. This discussion does not address any U.S. federal income tax consequences of the Merger to non-U.S. Holders, except to the limited extent discussed below under “U.S. Federal Income Tax Consequences of the Merger to Cimpress N.V. Shareholders—Material Tax Consequences to Non-U.S. Holders”.

This discussion is based on provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the U.S. Internal Revenue Service (the “IRS”), and judicial decisions all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the Merger or as a result of the ownership and disposition of Cimpress plc Shares. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular U.S. Holders nor does it take into account the individual facts and circumstances of any particular U.S. Holders that may affect the U.S. federal income tax consequences to such U.S. Holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax (including any gift, estate or alternative minimum tax), nor does it address any tax consequences arising under any U.S. state and local tax laws. In addition, this discussion does not address any U.S. federal income or any other tax considerations to any Cimpress N.V. Shareholder that is an Electing Shareholder who receives Cash Compensation in lieu of Cimpress plc Shares pursuant to such Electing Shareholder’s Cash Compensation Right. U.S. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to U.S. Holders that hold Cimpress N.V. Shares, and, following consummation of the Merger, Cimpress plc Shares, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to U.S. Holders in light of their individual circumstances, including U.S. Holders subject to special treatment under the U.S. tax laws, such as, for example:

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As used in this Proxy Statement, the term “U.S. Holder” means a beneficial owner of Cimpress N.V. Shares, and, after the Merger, Cimpress plc Shares received in the Merger, that is, for U.S. federal income tax purposes:

As used in this Proxy Statement, the term “non-U.S. Holder” means a beneficial owner of Cimpress N.V. Shares, and, after the Merger, Cimpress plc Shares received in the Merger, other than a U.S. holder or an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, is a beneficial owner of Cimpress N.V. Shares, and, following consummation of the Merger, Cimpress plc Shares received in the Merger, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. A U.S. Holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Merger and the subsequent ownership and disposition of Cimpress plc Shares received in the Merger.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. CIMPRESS N.V. SHAREHOLDERS AND CIMPRESS PLC SHAREHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER AND OF THE OWNERSHIP AND DISPOSITION OF CIMPRESS PLC SHARES AFTER THE MERGER, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

U.S. Federal Income Tax Consequences of the Merger to Cimpress N.V. and Cimpress plc

For U.S. federal income tax purposes, the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, i.e. a “mere change in identity, form, or place of organization of one corporation.” Assuming that the Merger is treated as a reorganization under Section 368(a)(1)(F), neither Cimpress N.V. nor Cimpress plc are expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger.

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U.S. Federal Income Tax Consequences of the Merger to Cimpress N.V. Shareholders

Material Tax Consequences to U.S. Holders

Assuming that the Merger is treated as a reorganization under Section 368(a)(1)(F), (i) a U.S. Holder will not recognize any gain or loss as a result of the Merger, (ii) a U.S. Holder’s adjusted tax basis in the Cimpress plc Shares received will be equal to the adjusted tax basis of the Cimpress N.V. Shares exchanged therefor and (iii) the holding period of the Cimpress plc Shares received as a result of the exchange will include the holding period of Cimpress N.V. Shares surrendered in the Merger. Cimpress N.V. has not sought and will not obtain an opinion of U.S. tax counsel regarding the treatment of the Merger as a reorganization for U.S. federal income tax purposes.

Material Tax Consequences to Non-U.S. Holders

A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on gain realized, if any, on the exchange of Cimpress N.V. shares for Cimpress plc shares in the Merger.

U.S. Federal Income Tax Consequences to U.S. Holders of the Ownership and Disposition of Cimpress plc Shares

The following discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of Cimpress plc shares to U.S. Holders who receive such Cimpress plc shares pursuant to the Merger.

Distributions on Cimpress plc Shares

The gross amount of any distribution on Cimpress plc shares that is made out of Cimpress plc’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be included in the gross income of a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will not qualify for the dividends-received deduction that may otherwise be allowed under the Code. In general, the dividend income would be treated as foreign source, passive income for U.S. federal foreign tax credit limitation purposes.

Dividends received by non-corporate U.S. Holders (including individuals), subject to the discussion below under “—Passive Foreign Investment Company Status,” from a “qualified foreign corporation” may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury guidance indicates that shares listed on the Nasdaq (which the Cimpress plc shares are expected to be) will be considered readily tradable on an established securities market in the United States. There can be no assurance that Cimpress plc shares will be considered readily tradable on an established securities market in future years. Cimpress plc will not constitute a qualified foreign corporation for purposes of these rules if it is a passive foreign investment company, or “PFIC,” for the taxable year in which it pays a dividend or for the preceding taxable year. For further detail, see the discussion below under “—Passive Foreign Investment Company Status.”

The amount of any dividend paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by Cimpress plc, calculated by reference to the exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. Generally, a U.S. Holder should not recognize any foreign currency gain or loss if the foreign currency is converted into U.S. dollars on the date the payment is received. However, any gain or loss

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resulting from currency exchange fluctuations during the period from the date the U.S. Holder includes the dividend payment in income to the date such U.S. Holder actually converts the payment into U.S. dollars will be treated as ordinary income or loss. That currency exchange income or loss (if any) generally will be income or loss from U.S. sources for foreign tax credit limitation purposes.

To the extent that the amount of any distribution made by Cimpress plc on Cimpress plc Shares exceeds Cimpress plc’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the U.S. Holder’s Cimpress plc shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “—Sale, Exchange, Redemption or Other Taxable Disposition of Cimpress plc Shares.”

It is possible that Cimpress plc is, or at some future time will be, at least 50% owned by U.S. persons. Dividends paid by a foreign corporation that is at least 50% owned by U.S. persons may be treated as U.S. source income (rather than foreign source income) for foreign tax credit purposes to the extent the foreign corporation has more than an insignificant amount of U.S. source income. The effect of this rule may be to treat a portion of any dividends paid by Cimpress plc as U.S. source income. Treatment of the dividends as U.S. source income in whole or in part may limit a U.S. holder’s ability to claim a foreign tax credit with respect to foreign taxes payable or deemed payable in respect of the dividends paid by Cimpress plc or on other items of foreign source, passive income for U.S. federal foreign tax credit limitation purposes.

Sale, Exchange, Redemption or Other Taxable Disposition of Cimpress plc Shares

Subject to the discussion below under “—Passive Foreign Investment Company Status,” a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of Cimpress plc Shares in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such Cimpress plc Shares. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Cimpress plc Shares generally will be capital gain or loss and will be long-term capital gain or loss if the Cimpress plc Shareholder’s holding period in such Cimpress plc Shares exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of Cimpress plc Shares generally will be treated as a U.S. source gain or loss.

Passive Foreign Investment Company Status (“PFIC”)

Notwithstanding the foregoing, certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if Cimpress plc is treated as a PFIC for any taxable year during which such U.S. Holder holds Cimpress plc Shares. A non-U.S. corporation, such as Cimpress plc, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules, either (i) 75% or more of its gross income for such year is “passive income” (as defined in the relevant provisions of the Code) or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.

Cimpress plc is not currently expected to be treated as a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination made annually and, thus, is subject to change. With certain exceptions, Cimpress plc Shares would be treated as stock in a PFIC if Cimpress plc were a PFIC at any time during a U.S. Holder’s holding period in such U.S. Holder’s Cimpress plc Shares. There can be no assurance that Cimpress plc will not be treated as a PFIC for any taxable year or at any time during a U.S. Holder’s holding period.

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If Cimpress plc were to be treated as a PFIC, unless a U.S. Holder elects to be taxed annually on a mark-to-market basis with respect to its Cimpress plc Shares or the U.S. Holder makes an effective qualified electing fund election, gain realized on any sale or exchange of such Cimpress plc Shares and certain distributions received with respect to such Cimpress plc Shares could be subject to additional U.S. federal income taxes, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules. In addition, dividends received with respect to Cimpress plc Shares would not constitute qualified dividend income eligible for preferential tax rates if Cimpress plc is treated as a PFIC for the taxable year of the distribution or for its preceding taxable year. If a U.S. Holder makes an effective qualified electing fund election, or QEF Election, the U.S. Holder will be required to include in gross income each year, whether or not we make distributions, as capital gains, such U.S. Holder’s pro rata share of Cimpress plc’s net capital gains and, as ordinary income, such U.S. Holder’s pro rata share of our earnings in excess of Cimpress plc’s net capital gains. We do not currently intend to provide the information necessary for U.S. holders to make QEF Elections if we are treated as a PFIC for any taxable year. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their investment in Cimpress plc Shares.

Information Reporting and Backup Withholding

U.S. holders that own at least five percent of the Cimpress N.V. Shares (by vote or value) or Cimpress N.V. Shares with a tax basis of $1,000,000 or more immediately before the Merger will be required to file certain Section 368(a) reorganization statements. Cimpress N.V. Shareholders should consult their tax advisors about the other information reporting requirements that could be applicable to the exchange of Cimpress N.V. Shares for Cimpress plc Shares in the Merger.

In general, information reporting requirements will apply to dividends received by U.S. Holders of Cimpress plc Shares, and the proceeds received on the disposition of Cimpress plc Shares effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup withholding.

Certain U.S. Holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required to report information to the IRS relating to Cimpress plc Shares, subject to certain exceptions (including an exception for Cimpress plc Shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold Cimpress plc Shares. Such U.S. Holders should consult their own tax advisors regarding information reporting requirements relating to their ownership of Cimpress plc Shares.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Material Irish Tax Considerations

Irish Tax Considerations

The following is a summary of the material Irish tax consequences of the Merger for certain beneficial owners of Cimpress N.V. Shares in connection with the Merger, including the ownership and disposal of Cimpress plc Shares received by such holders pursuant to the Merger. This discussion is based on Irish tax laws and the practice of the Irish Revenue Commissioners in effect on the date of this Proxy Statement, all of which are subject to differing interpretations or change, possibly with retroactive effect. This summary does not purport to be a complete analysis or listing of all potential Irish tax considerations that may apply to a holder as a result of the Merger or as a result of the ownership and disposition of Cimpress plc Shares by a holder. In addition, this

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discussion does not address all aspects of Irish taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the Irish tax consequences to such holder. Accordingly, this summary is not intended to be, and should not be construed as, tax advice. This discussion does not address Irish pay related social insurance, nor does it address any tax consequences specific to stock options, free shares or warrants. The summary is not exhaustive, and Cimpress N.V. Shareholders should consult their tax advisors about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the transactions and of the acquisition, ownership and disposal of Cimpress plc Shares.

There can be no assurance that the Irish tax authorities will not challenge the Irish tax treatment described below or that, if challenged, such treatment will be sustained by a court.

The summary applies only to Cimpress N.V. Shareholders who will own Cimpress plc Shares as capital assets and does not apply to other categories of Cimpress N.V. Shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes, pension funds and Cimpress N.V. Shareholders who have, or who are deemed to have, acquired their Cimpress plc Shares by virtue of an Irish office or employment (performed or carried on in Ireland).

Irish Capital Gains Tax (“CGT”)

The rate of tax on chargeable gains (where applicable) in Ireland is 33%.

Non-resident Cimpress plc Shareholders

Cimpress plc Shareholders who are neither resident nor ordinarily resident in Ireland for Irish tax purposes and do not hold their Cimpress plc Shares in connection with a trade carried on by such Cimpress plc Shareholders through an Irish branch or agency will not be liable for Irish tax on chargeable gains realized on a subsequent disposal of their Cimpress plc Shares.

Cimpress N.V. Shareholders who are neither resident nor ordinarily resident in Ireland for Irish tax purposes and do not hold their Cimpress N.V. Shares in connection with a trade carried on by such Cimpress N.V. Shareholders through an Irish branch or agency will not be liable for Irish tax on chargeable gains on the cancellation of their Cimpress N.V. Shares, or on receipt of Cimpress plc Shares pursuant to the Merger.

Irish resident Cimpress plc Shareholders

The receipt by a Cimpress N.V. Shareholder who is either resident or ordinarily resident in Ireland for Irish tax purposes or who holds their Cimpress N.V. Shares in connection with a trade carried on in Ireland through a branch or agency of Cimpress plc Shares pursuant to the Merger will generally have the following consequences for such Cimpress N.V. Shareholders.

The receipt of Cimpress plc Shares should be treated as a reconstruction for the purposes of Irish CGT. Accordingly, such Cimpress N.V. Shareholders should not be treated as having made a disposal of their Cimpress N.V. Shares for the purposes of Irish CGT to the extent that they receive Cimpress plc Shares. Instead, Cimpress plc Shares should be treated as the same asset as Cimpress N.V. Shares in respect of which they are issued and treated as acquired at the same time and for the same acquisition cost as those Cimpress N.V. Shares for Irish tax purposes. A chargeable gain or allowable loss should therefore only arise on a subsequent disposal of Cimpress plc Shares.

A subsequent disposal of Cimpress plc Shares by a Cimpress plc Shareholder who is resident or ordinarily resident in Ireland for Irish tax purposes or who holds his, her or its Cimpress plc Shares in connection with a trade carried on by such person through an Irish branch or agency will, subject to the availability of any exemptions and reliefs, generally be within the charge to Irish CGT.

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A Cimpress plc Shareholder who is an individual and who is temporarily not resident in Ireland may, under Irish anti-avoidance legislation, still be liable to Irish tax on any chargeable gain realized upon a subsequent disposal of Cimpress plc Shares during the period in which such individual is a non-resident.

Stamp Duty

The rate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the price paid or the market value of the shares acquired, whichever is greater. Where Irish stamp duty arises, it is generally a liability of the transferee.

No stamp duty will be payable on the Merger. Irish stamp duty may, depending upon the manner in which Cimpress plc Shares are held, be payable in respect of transfers of Cimpress plc Shares after the Merger.

Shares held through DTC

A transfer of Cimpress plc Shares effected by means of a transfer of book-entry interests in Cimpress plc Shares within the facilities of DTC will not be subject to Irish stamp duty, subject to confirmation from the Irish Revenue Commissioners in advance of the Merger.

Shares Held Directly and Shares Held Outside of DTC or Transferred Into or Out of DTC

A transfer of Cimpress plc Shares where any party to the transfer holds such shares directly (i.e., outside of DTC) may be subject to Irish stamp duty. Shareholders wishing to transfer their shares into (or out of) DTC may do so provided that:

Due to the potential Irish stamp charge on transfers of Cimpress plc Shares, it is strongly recommended that those Cimpress N.V. Shareholders who do not hold their Cimpress N.V. Shares through DTC should arrange for the transfer of their Cimpress N.V. Shares into DTC as soon as possible and before the Merger is effected. It is also strongly recommended that any person who wishes to acquire Cimpress plc Shares after the Effective Time of the Merger acquires such Cimpress plc Shares through DTC.

Withholding Tax on Dividends

Distributions made by Cimpress plc will, in the absence of one of many exemptions, be subject to Irish dividend withholding tax (“DWT”) currently at a rate of 20%.

For DWT purposes, a distribution includes any distribution that may be made by Cimpress plc to Cimpress plc Shareholders, including cash dividends, non-cash dividends and additional stock taken in lieu of a cash dividend. Where an exemption does not apply in respect of a distribution made to a particular Cimpress plc Shareholder, Cimpress plc is responsible for withholding DWT prior to making such distribution.

General Exemptions

Irish domestic law provides that a non-Irish resident Cimpress plc Shareholder is not subject to DWT on dividends received from Cimpress plc if such Cimpress plc Shareholder is beneficially entitled to the dividend and is either:

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and provided, in all cases noted above Cimpress plc or, in respect of Cimpress plc Shares held through DTC, any qualifying intermediary appointed by Cimpress plc, has received from the Cimpress plc Shareholder, where required, the relevant Irish Revenue Commissioners DWT forms (the “DWT Forms”) prior to the payment of the dividend. In practice, in order to ensure sufficient time to process the receipt of relevant DWT Forms, the Cimpress plc Shareholder where required should furnish the relevant DWT Forms to:

Links to the various DWT Forms are available at: http://www.revenue.ie/en/tax/dwt/forms/index.html

The information on such website does not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

Such forms are generally valid, subject to a change in circumstances, until December 31 of the fifth year after the year in which such forms were completed.

For non-Irish resident Cimpress plc Shareholders who cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such Cimpress plc Shareholders to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

Cimpress plc Shares Held by Residents of “Relevant Territories”

Cimpress plc Shareholders who are residents of “relevant territories,” must satisfy the conditions of one of the exemptions referred to above under the heading “—General Exemptions”, including the requirement to furnish valid DWT forms, in order to receive dividends without suffering DWT. If such Cimpress plc Shareholders hold their Cimpress plc Shares through DTC, they must provide the appropriate DWT forms to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by Cimpress plc) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the Cimpress plc Shareholder by the broker). If such Cimpress plc Shareholders hold their Cimpress plc Shares directly, they must provide the appropriate DWT forms to Cimpress plc’s transfer agent at least seven business days before the record date for the dividend. It is strongly recommended that such Cimpress plc Shareholders complete the appropriate DWT Forms and provide them to their brokers or Cimpress plc’s transfer agent, as the case may be, as soon as possible after receiving their Cimpress plc Shares.

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If any Cimpress plc Shareholder who is resident in a “relevant territory” receives a dividend from which DWT has been withheld, the Cimpress plc Shareholder may be entitled to a refund of DWT from the Irish Revenue Commissioners provided the Cimpress plc Shareholder is beneficially entitled to the dividend.

Cimpress plc Shares Held by Residents of Ireland

Most Irish tax resident or ordinarily resident Cimpress plc Shareholders (other than Irish resident companies that have completed the appropriate DWT forms) will be subject to DWT in respect of dividends paid on their Cimpress plc Shares.

Shareholders that are residents of Ireland, but are entitled to receive dividends without DWT, must complete the appropriate DWT Forms and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by Cimpress plc) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the Cimpress plc Shareholder by the broker) (in the case of Cimpress plc Shares held through DTC), or to Cimpress plc’s transfer agent at least seven business days before the record date for the dividend (in the case of Cimpress plc Shares held directly).

Cimpress plc Shares Held by Other Persons

Cimpress plc Shareholders that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If any Cimpress plc Shareholders are exempt from DWT, but receive dividends subject to DWT, such Cimpress plc Shareholders may apply for refunds of such DWT from the Irish Revenue Commissioners.

Cimpress plc will rely on information received directly or indirectly from brokers and its transfer agent in determining where Cimpress plc Shareholders reside, whether they have provided the required DWT Forms.

Income Tax on Dividends Paid on Cimpress plc Shares

Irish income tax may arise for certain persons in respect of dividends received from Irish resident companies.

A Cimpress plc Shareholder that is not resident or ordinarily resident in Ireland and that is entitled to an exemption from DWT generally has no liability to Irish Income Tax or the universal social charge on a dividend from Cimpress plc. An exception to this position may apply where such Cimpress plc Shareholder holds Cimpress plc Shares through a branch or agency in Ireland through which a trade is carried on.

A Cimpress plc Shareholder that is not resident or ordinarily resident in Ireland and that is not entitled to an exemption from DWT generally has no additional liability to Irish income tax or the universal social charge. An exception to this position may apply where the Cimpress plc Shareholder holds Cimpress plc Shares through a branch or agency in Ireland through which a trade is carried. The DWT deducted by Cimpress plc discharges the liability to Irish income tax.

Irish resident or ordinarily resident Cimpress plc Shareholders may be subject to Irish tax and/or the universal social charge on dividends received from Cimpress plc. Credit should be available against this Irish tax for any DWT declared by Cimpress plc. Such Cimpress plc Shareholders should consult their own tax advisors.

Withholding Tax on Share Repurchases

It is anticipated that Irish DWT should not generally apply to payments made by Cimpress plc on the redemption, repayment or purchase of its own shares. This is because an Irish tax resident company that is a quoted company is not treated as making a distribution for Irish tax purposes on making payments to redeem, repay or repurchase its own shares, provided the redemption, repayment or purchase does not form part of a scheme or arrangement the main purpose (or one of the main purposes of which) is to enable shareholders to participate in the profits of the company without receiving a dividend.

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Capital Acquisitions Tax

Irish capital acquisitions tax (“CAT”) is comprised of principally gift tax and inheritance tax. CAT could apply to a gift or inheritance of Cimpress plc Shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Cimpress plc Shares are regarded as property situated in Ireland as the share register of Cimpress plc must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

CAT is currently levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (i) the relationship between the donor and the donee and (ii) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT. Cimpress plc Shareholders should consult their own tax advisors as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

Material Dutch Tax Considerations

The information set out below is a general summary of certain material Dutch tax consequences in connection with the Merger. This summary is not a comprehensive or complete description of all the Dutch tax considerations that may be relevant for a particular Cimpress N.V. Shareholder and it does not address the tax consequences that may arise in any jurisdiction other than The Netherlands in connection with the Merger. For Dutch tax purposes, a Cimpress N.V. Shareholder may include an individual who or an entity that does not have the legal title to the Cimpress N.V. Shares, but to whom nevertheless Cimpress N.V. Shares, or the income thereof, are attributed based either on such individual or entity holding a beneficial interest in Cimpress N.V. Shares or based on specific statutory provisions.

This summary is based on the tax laws of The Netherlands as in effect on the date of this Proxy Statement, including regulations, rulings and decisions of The Netherlands and its taxing and other authorities available in printed form on or before this date and now in effect, and as applied and interpreted by Dutch courts, without prejudice to any developments or amendments introduced at a later date and implemented with or without retroactive effect.

Any reference in this summary to The Netherlands and to Netherlands or Dutch tax law are to the European part of the Kingdom of The Netherlands and its law, respectively, only.

As this summary is intended as general information only, Cimpress N.V. Shareholders should consult their own tax advisors as to the Dutch or other tax consequences of the Merger, including the application to their particular situations of the tax considerations discussed below.

This summary does not address the tax consequences for any Cimpress N.V. Shareholder:

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Taxation of Exchange of Cimpress N.V. Shares for Cimpress plc Shares pursuant to the Merger

Dutch Resident Cimpress N.V. Shareholders

A Cimpress N.V. Shareholder who is resident or deemed to be resident in The Netherlands for purposes of Dutch taxation (a “Dutch Resident”), may be subject to Dutch income tax or Dutch corporate income tax (as applicable) in respect of the exchange of Cimpress N.V. Shares for Cimpress plc Shares pursuant to the Merger, depending on the tax regime applicable to such holder.

Non-Dutch Resident Cimpress N.V. Shareholders

A Cimpress N.V. Shareholder who is not, nor deemed to be, a Dutch Resident, (a “Non-Dutch Resident”) is generally not subject to Dutch income tax or Dutch corporate income tax (as applicable) in respect of the exchange of Cimpress N.V. Shares for Cimpress plc Shares pursuant to the Merger, provided that:

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DESCRIPTION OF CIMPRESS PLC SHARES

The following description of Cimpress plc Shares is a summary. This summary does not purport to be complete and, along with the other statements in this section, is qualified in its entirety by reference to, and is subject to, the complete text of Cimpress plc’s Constitution that will be in effect immediately following the completion of the Merger, which will be substantially in the form filed as Annex B to this Proxy Statement. You are urged to read Cimpress plc’s Constitution and relevant provisions of the Irish Companies Act for a more complete understanding of the rights conferred by Cimpress plc Shares. The following summary is not a description of Cimpress plc’s Constitution currently in effect.

There are differences between Cimpress N.V.’s current articles of association and Cimpress plc’s Constitution as they will be in effect after the Merger becomes effective. Certain provisions of Cimpress N.V.’s current articles of association will not be replicated in Cimpress plc’s Constitution, and certain provisions that will be included in Cimpress plc’s Constitution are not in Cimpress N.V.’s current articles of association. For further detail, see the section captioned “Comparison of the Rights of Cimpress N.V. Shareholders and Cimpress plc Shareholders” beginning on page [●].

Except where otherwise indicated, the description below reflects Cimpress plc’s Constitution as such document will be in effect as of the Effective Date.

Capital Structure

The rights of and restrictions applicable to Cimpress plc Shares are prescribed in Cimpress plc’s Constitution, subject to the Irish Companies Act.

Authorized Share Capital

Cimpress plc has an authorized share capital of €2,025,000 comprising 100,000,000 ordinary shares of €0.01 each, 100,000,000 preferred shares of €0.01 each, and 25,000 deferred ordinary shares of €1.00 each.

The authorized share capital includes 25,000 deferred ordinary shares of €1.00 each in order to satisfy minimum statutory capital requirements for all Irish public limited companies. The holders of the deferred ordinary shares are not entitled to receive any dividend or distribution, to attend, speak or vote at any general meeting, and has no effective rights to participate in the assets of Cimpress plc.

Under Cimpress plc’s Constitution, Cimpress plc may issue Cimpress plc Shares up to its maximum authorized share capital. The authorized share capital may be increased or reduced by a resolution approved by a simple majority of the votes cast at a general meeting of Cimpress plc Shareholders, referred to under Irish law as an “ordinary resolution”.

Under Irish law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the constitution or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution. Cimpress plc’s Constitution authorizes the Cimpress plc Board to allot Cimpress plc Shares with an aggregate par value amount up to the maximum of its authorized but unissued share capital without approval from Cimpress plc Shareholder for a period of five years from the date of adoption of Cimpress plc’s Constitution. The authority to issue preferred shares provides us with the flexibility to consider and respond to future business needs and opportunities as they arise from time to time, including in connection with capital raising, financing and acquisition transactions or opportunities.

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Under Cimpress plc’s Constitution, the Cimpress plc Board will be authorized to issue preferred shares on a non-pre-emptive basis, with discretion as to the terms attaching to the preferred shares, including as to voting, dividend and conversion rights and priority relative to other classes of shares with respect to dividends and upon a liquidation. As described in the preceding paragraph, this authority extends until five years from the date of the adoption of Cimpress plc’s Constitution, at which time it will expire unless renewed by Cimpress plc Shareholders.

Notwithstanding this authority, under the Irish Takeover Rules (as defined below) the Cimpress plc Board would not be permitted to issue any of the Cimpress plc Shares, including preferred shares, during a period when an offer has been made for Cimpress plc or is believed to be imminent unless the issue is (i) approved by Cimpress plc Shareholders at a general meeting; (ii) consented to by the Irish Takeover Panel on the basis it would not constitute action frustrating the offer; (iii) consented to by the Irish Takeover Panel and approved by ordinary resolutions of shareholders; (iv) consented to by the Irish Takeover Panel in circumstances where a contract for the issue of Cimpress plc Shares had been entered into prior to that period; or (v) consented to by the Irish Takeover Panel in circumstances where the issue of Cimpress plc Shares was decided by our directors prior to that period and either action has been taken to implement the issuance (whether in part or in full) prior to such period or the issuance was otherwise in the ordinary course of business.

While Cimpress plc does not have any current specific plans, arrangements or understandings, written or oral, to issue any preferred shares for any purpose, we are continually evaluating our financial position and analyzing the possible benefits of issuing additional debt securities, equity securities, convertible securities or a combination thereof in connection with, among other things: (i) repaying indebtedness; (ii) financing acquisitions; or (iii) strengthening our balance sheet. The availability of preferred shares gives us flexibility to respond to future capital raising, financing and acquisition needs and opportunities without the delay and expense associated with holding an extraordinary general meeting of Cimpress plc Shareholders to obtain further approval.

Cimpress plc’s Constitution will permit the Cimpress plc Board, without approval from Cimpress plc Shareholders, to determine the terms of any preferred shares that we may issue.

Irish law does not recognize fractional shares held of record. Accordingly, Cimpress plc’s Constitution does not provide for the issuance of fractional ordinary shares, and our official Irish share register will not reflect any fractional shares.

Issued Share Capital

The Merger will result in each Cimpress Share being cancelled and an equivalent number of Cimpress plc Shares being issued to the former Cimpress N.V. Shareholders on a one-for-one basis (other than in the case of Cimpress N.V. Shareholders who vote against the Merger and elect for Cash Compensation).

An additional 25,000 Cimpress plc deferred ordinary shares will be held by Matsack Nominees Limited and Cimpress Holding Unlimited Company (“New ULC”) to meet the Irish statutory minimum capital requirements of an Irish public limited company. The deferred ordinary shares will remain outstanding following the completion of the Merger and will continue to be held thereafter by Matsack Nominees Limited and New ULC until redeemed or surrendered. These Cimpress plc deferred shares (i) will not have any voting rights; (ii) will not entitle the holders thereof to any dividends or other distributions of Cimpress plc; and (iii) will not entitle the holders thereof to participate in the surplus assets of Cimpress plc on a winding-up beyond, in total, the nominal value of such Cimpress plc deferred shares held (subject to the prior repayment of the amount paid-up on each of the Cimpress plc Shares plus an additional amount of $5,000,000 in cash per ordinary share). Accordingly, these Cimpress plc deferred shares will not dilute the economic ownership of Cimpress plc Shareholders.

Under Cimpress plc’s Constitution, subject to the Irish Companies Act, the Cimpress plc Board (or an authorized committee of the Cimpress plc Board) is authorized to approve the allotment, issue, grant and disposal of, or

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otherwise deal with, shares, options, equity awards, rights over shares, warrants, other securities and derivatives (including unissued shares) in or of Cimpress plc to such persons, at such times and on such terms as it thinks fit (including specifying the conditions of allotment of shares for the purposes of the Irish Companies Act).

Preemptive Rights

Under Irish law, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, Cimpress plc has opted to disapply these preemption rights in Cimpress plc’s Constitution in respect of Cimpress plc Shares with an aggregate par value amount up to the maximum of its authorized but unissued share capital.

Irish law requires this disapplication to be renewed at least every five years by 75% of the votes cast at a general meeting of shareholders, referred to under Irish law as a “special resolution”. If the disapplication is not renewed, Cimpress plc Shares issued for cash must be offered to existing Cimpress plc Shareholders on a pro rata basis to their existing shareholdings before the Cimpress plc Shares may be issued to any new Cimpress plc Shareholders.

Statutory preemption rights do not apply (i) where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition); (ii) to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution); or (iii) where shares are issued pursuant to an employee stock option or similar equity plan.

Dividends

Under Irish law, Cimpress plc will be able to declare dividends and make distributions only out of “distributable profits”. Distributable profits are the accumulated realized profits of Cimpress plc that have not previously been utilized in a distribution or capitalization less accumulated realized losses that have not previously been written off in a reduction or reorganization of capital, and include reserves created by way of a reduction of capital. In addition, no distribution or dividend may be paid or made by Cimpress plc unless the net assets of Cimpress plc are equal to, or exceed, the aggregate of Cimpress plc’s called-up share capital plus its undistributable reserves and the distribution does not reduce Cimpress plc’s net assets below such aggregate. Undistributable reserves include the undenominated capital, the capital redemption reserve fund and the amount by which Cimpress plc’s accumulated unrealized profits that have not previously been utilized by any capitalization exceed Cimpress plc’s accumulated unrealized losses that have not previously been written off in a reduction or reorganization of capital.

The determination as to whether Cimpress plc has sufficient distributable profits to fund a dividend must be made by reference to its “relevant financial statements”. The “relevant financial statements” will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Act, which give a “true and fair view” of Cimpress plc’s unconsolidated financial position and accord with accepted accounting practice and have been filed with the Irish Companies Registration Office.

The mechanism as to who declares a dividend and when a dividend becomes payable is governed by Cimpress plc’s Constitution. Cimpress plc’s Constitution authorizes the Cimpress plc Board to declare interim dividends without approval from Cimpress plc Shareholders if it considers that the financial position of Cimpress plc justifies such payment. The Cimpress plc Board may also recommend a dividend to be approved and declared by Cimpress plc Shareholders at a general meeting. No dividend issued may exceed the amount recommended by the Cimpress plc Board. Cimpress plc’s Constitution provides that dividends may be paid in cash, property or paid-up shares.

Except as otherwise provided by the rights attached to Cimpress plc Shares, all Cimpress plc Shares will carry a pro rata entitlement to the receipt of dividends. Unless provided for by the rights attached to a Cimpress plc Share, no dividend or other monies payable by Cimpress plc in respect of a Cimpress plc Share shall bear interest.

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If a dividend cannot be paid to a Cimpress plc Shareholder or otherwise remains unclaimed, the Cimpress plc Board may pay it into a separate Cimpress plc account and Cimpress plc will not be a trustee in respect thereof. A dividend that remains unclaimed for a period of twelve years after the payment date will be forfeited and will revert to Cimpress plc.

Share Repurchases, Redemptions and Conversions

Repurchases and Redemptions

Cimpress plc’s Constitution provides that Cimpress plc may purchase its own shares and redeem outstanding redeemable shares. Under the Irish law, shares can only be purchased or redeemed out of: (i) distributable reserves; or (ii) the proceeds of a new issue of shares made for the purpose of the purchase or redemption.

Under the Irish Companies Act, a company may purchase its own shares either (i) “on-market” on a recognized stock exchange, which includes Nasdaq; or (ii) “off-market” (i.e., otherwise than on a recognized stock exchange).

For Cimpress plc to make “on-market” purchases of Cimpress plc Shares, Cimpress plc Shareholders must provide general authorization to Cimpress plc to do so by way of an ordinary resolution. For so long as a general authority is in force, no additional shareholder authority for a particular “on-market” purchase is required. Such authority can be given for a maximum period of five years before it is required to be renewed and must specify: (i) the maximum number of shares that may be purchased; and (ii) the maximum and minimum prices that may be paid for the shares by specifying particular sums or providing a formula.

For an “off-market” purchase, the proposed purchase contract must be authorized by special resolution of the shareholders before the contract is entered into.

Separately, Cimpress plc can redeem (as opposed to purchase) its redeemable shares once permitted to do so by Cimpress plc’s Constitution (without the requirement for additional shareholder authority). Cimpress plc’s Constitution provides that, unless the Cimpress plc Board determines otherwise, any Cimpress plc Share that Cimpress plc has agreed to acquire shall be automatically converted into a redeemable Cimpress plc Share. Accordingly, for purposes of the Irish Companies Act, unless the Cimpress plc Board determines otherwise, the acquisition of Cimpress plc Shares by Cimpress plc will technically be effected as a redemption of those Cimpress plc Shares. If Cimpress plc’s Constitution did not contain such provision, acquisitions of Cimpress plc Shares by Cimpress plc would require to be effected as “on-market” or “off-market” purchases, as described above.

Repurchased and redeemed shares may be cancelled or held as treasury shares, provided that the par value of treasury shares held by Cimpress plc at any time must not exceed 10% of the par value of Cimpress plc’s company capital (comprising the aggregate of all amounts of par value plus share premium paid for Cimpress plc’s shares plus certain other sums, which may be credited as such).

Purchases by Subsidiaries

Under Irish law, a subsidiary of Cimpress plc may purchase Cimpress plc Shares either “on-market” or “off-market,” provided such purchases are authorized by Cimpress plc Shareholders as outlined above. The redemption option is not available to a subsidiary of Cimpress plc.

The number of Cimpress plc Shares held by Cimpress plc’s subsidiaries at any time will count as treasury shares and will be included in any calculation of the 10% permitted treasury share threshold, as described above. While a subsidiary holds any of our shares, it cannot exercise voting rights in respect of those shares. The acquisition of Cimpress plc Shares by a subsidiary must be funded out of distributable profits of the subsidiary.

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Cimpress plc cannot exercise any rights in respect of any treasury shares. Treasury shares can either be held in treasury, re-issued “on-market” or “off-market” or cancelled. Depending on the circumstances of their acquisition, treasury shares may be held indefinitely or require to be cancelled after one or three years. The re-issue of treasury shares requires to be made pursuant to a valid and subsisting shareholder authority given by way of a special resolution.

Consolidation and Division; Subdivision

Under the Irish Companies Act, Cimpress plc may, by ordinary resolution, consolidate and divide all or any of its share capital into shares of larger par value than its existing shares, or subdivide its shares into smaller amounts.

Reduction of Share Capital

Cimpress plc may reduce its share capital by way of a court approved procedure that also requires approval by special resolution of Cimpress plc Shareholders at a general meeting.

Lien on Cimpress plc Shares, Calls on Cimpress plc Shares and Forfeiture of Cimpress plc Shares

Cimpress plc’s Constitution provides that Cimpress plc will have a first and paramount lien on every share that is not a fully paid-up share for an amount equal to the unpaid portion of such share. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any Cimpress plc Shares to be paid, and if payment is not made, the Cimpress plc Shares may be forfeited. Cimpress plc will not have a lien on any fully paid Cimpress plc Shares.

These provisions are customary in the constitution of an Irish public company limited by shares.

General Meetings of Cimpress plc Shareholders

Cimpress plc must hold its annual general meeting within the nine-month period beginning with the day following its accounting reference date (which is its accounting year end of June 30).

In addition to any SEC mandated resolutions, the business of Cimpress plc’s annual general meeting is required to include: (a) the consideration of Cimpress plc’s statutory financial statements; (b) the review by Cimpress plc Shareholders of Cimpress plc’s affairs; (c) the election and reelection of directors in accordance with Cimpress plc’s Constitution; (d) the appointment or reappointment of the Irish statutory auditors; (e) the authorization of the directors to approve the remuneration of the statutory auditors; and (f) the declaration of dividends (other than interim dividends).

Cimpress plc’s Constitution provides that the Cimpress plc Board may convene general meetings of the Cimpress plc Shareholders at any place they so designate. All general meetings, other than annual general meetings, are referred to as “extraordinary general meetings” at law.

If a general meeting is held outside Ireland, Cimpress plc has a duty, at its expense, to make all necessary arrangements to ensure that Cimpress plc Shareholders can by technological means participate in any such meeting without leaving Ireland.

Cimpress plc’s Constitution requires that notice of an annual general meeting of Cimpress plc Shareholders must be delivered to the shareholders at least 21 clear days and no more than 60 clear days before the meeting. Cimpress plc Shareholders must be notified of all general meetings (other than annual general meetings) at least 14 clear days and no more than 60 clear days prior to the meeting (provided that, in the case of an extraordinary general meeting for the passing of a special resolution, at least 21 clear days’ notice is required).

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“Clear days” means calendar days and excludes (1) the date on which a notice is given, or a request received; and (2) the date of the meeting itself.

Calling Special Meetings of Cimpress plc Shareholders

Cimpress plc’s Constitution provides that general meetings of shareholders may be called on the order of the Cimpress plc Board. Under Irish law, one or more shareholders representing at least 10% of the paid-up share capital of Cimpress plc carrying voting rights have the right to requisition the holding of an extraordinary general meeting.

Serious Loss of Capital

If the directors of Cimpress plc become aware that the assets of Cimpress plc are half or less of the amount of Cimpress plc’s called-up share capital, the directors must convene an extraordinary general meeting of Cimpress plc no later than 28 days after the earliest day on which that fact is known to a director (and the general meeting must be convened for a date not later than 56 days from that day). The meeting must be convened for the purpose of considering whether any, and if so what, measures should be taken to address the situation.

Quorum for Meetings of Cimpress plc Shareholders

Under Cimpress plc’s Constitution, holders of at least a simple majority of the shares issued and entitled to vote at a general meeting constitute a quorum.

The necessary quorum at a separate general meeting of the holders of any class of shares is be holders of at least a simple majority of that class of shares issued and entitled to vote.

Voting Rights

Under Cimpress plc’s Constitution, each Cimpress plc Shareholder is entitled to one vote for each ordinary share that they hold as of the record date for the meeting. The holder of the deferred ordinary shares is not entitled to a vote. No voting rights can be exercised in respect of any shares held as treasury shares, including shares held by subsidiaries (which count as treasury shares for this purpose).

All resolutions at an annual general meeting or other general meeting will be decided on a poll.

On a poll every Cimpress plc Shareholder who is present, in person or by proxy, at the general meeting, is entitled to one vote for every Cimpress plc Share held by such Cimpress plc Shareholder.

On a separate general meeting of the holders of any class of shares, all votes will be taken on a poll and each holder of shares of the class will, on a poll, have one vote in respect of every share of that class held by such shareholder.

Under the Irish Companies Act and Cimpress plc’s Constitution, certain matters require “ordinary resolutions”, which must be approved by at least a majority of the votes cast, in person or by proxy, by shareholders at a general meeting, and certain other matters require “special resolutions”, which require the affirmative vote of at least 75% of the votes cast, in person or by proxy, by shareholders at a general meeting.

An ordinary resolution is needed (among other matters) to: remove a director; provide, vary or renew the directors’ authority to allot shares and to appoint directors (where appointment is by shareholders).

A special resolution is needed (among other matters) to: alter a company’s constitution, exclude statutory preemptive rights on allotment of securities for cash (up to five years); reduce a company’s share capital; re-register a public company as a private company (or vice versa); and approve a scheme of arrangement.

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The chairman at a general meeting has a casting vote if equal votes are cast for and against a resolution on a poll.

Cumulative voting is not recognized under Irish law.

Variation of Rights Attaching to a Class of Shares

Under Cimpress plc’s Constitution and the Irish Companies Act, any variation of class rights attaching to our issued shares must be approved by a special resolution of our shareholders of the affected class or with the consent in writing of the holders of 75% of all the votes of that class of shares.

Inspection of Books and Records

Generally, the register of Cimpress plc Shareholders may be inspected during business hours (1) for free, by Cimpress plc Shareholders; and (2) for a fee by any other person.

Documents may be copied for a fee.

The service contracts, if any, of Cimpress plc’s directors can be inspected by Cimpress plc Shareholders without charge and during business hours. A “service contract” includes any contract under which such a director undertakes personally to provide services to the company or a subsidiary company, whether in that person’s capacity as a director, an executive officer or otherwise. Service contracts with an unexpired term of less than three years are not required to be kept for inspection.

Cimpress plc Shareholders have the right to receive a copy of Cimpress plc’s Constitution.

Cimpress plc Shareholders may also inspect, without charge and during business hours, the minutes of meetings of the shareholders and obtain copies of the minutes for a fee.

In addition, the published annual statutory financial statements of Cimpress plc are required to be available for Cimpress plc Shareholders at a general meeting and a Cimpress plc Shareholder is entitled to a copy of these financial statements. The Cimpress plc Shareholders have a right to receive financial statements of subsidiaries that have previously been sent to Cimpress plc Shareholders prior to an annual general meeting for the preceding ten years. The auditors’ report must be circulated to the Cimpress plc Shareholders with the financial statements prepared in accordance with Irish law at least 21 days before the annual general meeting.

Under Irish law, the shareholders of a company do not have the right to inspect the corporate books of a subsidiary of that company.

Acquisitions

Shareholder Approval of Merger or Consolidation

Irish law recognizes the concept of a statutory merger in three situations: (1) a domestic merger where an Irish private limited company merges with another Irish company (not being a public limited company) under Part 9 of the Irish Companies Act; (2) a domestic merger where an Irish public limited company merges with another Irish company under Part 17 of the Irish Companies Act; and (3) a cross-border merger, where an Irish company merges with another company based in the European Economic Area under the European Communities (Cross-border Merger) Regulations 2008 of Ireland.

Under Irish law and subject to applicable U.S. securities laws and Nasdaq’s rules and regulations, where Cimpress plc proposes to acquire another company, approval of Cimpress plc Shareholders is not required, unless effected as a direct domestic merger or direct cross-border merger as referred to above.

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Under Irish law, where another company proposes to acquire Cimpress plc, the requirement for the approval of Cimpress plc Shareholders depends on the method of acquisition.

Schemes of Arrangement

Under Irish law, schemes of arrangement are arrangements or compromises between a company and any class of shareholders or creditors, and are used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers (similar to a merger in the United States). Such arrangements require the approval of: (i) a majority in number of shareholders or creditors (as the case may be) representing 75% in value of the creditors or class of creditors or shareholders or class of shareholders present and voting either in person or by proxy at a special meeting convened by order of the court; and (ii) the Irish High Court.

Once approved by the requisite shareholder and creditor majority, sanctioned by the Irish High Court and becoming effective, all shareholders and/or, as the case may be, creditors of the relevant class are bound by the terms of the scheme. Dissenting shareholders have the right to appear at the Irish High Court hearing and make representations in objection to the scheme.

Takeover Offer

The Irish Companies Act also provides that where (i) a takeover offer is made for shares, and (ii) following the offer, the offeror has acquired or contracted to acquire not less than 80% of the shares to which the offer relates, the offeror may require the other shareholders who did not accept the offer to transfer their shares on the terms of the offer.

A dissenting shareholder may object to the transfer on the basis that the offeror is not entitled to acquire its shares or to specify terms of acquisition different from those in the offer by applying to the court within 30 days of the date on which notice of the transfer was given. In the absence of fraud or oppression, and subject to strict compliance with the terms of the statute, the court is unlikely to order that the acquisition shall not take effect, but it may specify terms of the transfer that it finds appropriate.

A minority shareholder is also entitled in similar circumstances to require the offeror to acquire his or her shares on the terms of the offer.

Statutory Mergers

It is also possible for Cimpress plc to be acquired by way of a domestic or cross-border statutory merger, as described above. Such mergers must be approved by a special resolution of shareholders. If the consideration being paid to shareholders is not all in the form of cash, dissenting shareholders may be entitled to require that their shares be acquired for cash.

Related-Party Transactions

Cimpress plc will be subject to the rules of Nasdaq regarding related-party transactions.

Under Irish law, certain transactions between Cimpress plc and any director of Cimpress plc are prohibited unless approved by Cimpress plc Shareholders, such as loans, credit transactions and substantial property transactions. This prohibition extends to transactions with close personal relations and companies controlled by any such director.

Shareholder Suits

Under Irish law, the power to initiate a lawsuit on behalf of the company is generally a matter for the Board, and shareholders’ rights to initiate a derivative lawsuit on behalf of the company are limited.

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The central question at issue in deciding whether a shareholder may be entitled to bring a derivative action is whether, unless the action is brought, a wrong committed against the company would go unredressed.

The principal case law in Ireland indicates that to bring a derivative action, a person must first establish a prima facie case: (a) that the company is entitled to the relief claimed; and (b) that the action falls within one of the five exceptions derived from case law, as follows: (1) where an ultra vires or illegal act is perpetrated; (2) where more than a bare majority is required to ratify the “wrong” complained of; (3) where the shareholders’ personal rights are infringed; (4) where a fraud has been perpetrated upon a minority by those in control; or (5) where the justice of the case requires.

While Irish law only permits a shareholder to bring a derivative action and initiate a lawsuit on behalf of the company in limited circumstances, it does permit a shareholder whose name is on the register of shareholders of a company to apply for a court order where the company’s affairs are being conducted or the powers of the company’s directors are being exercised: (1) in a manner oppressive to him or her or any of the shareholders; or (2) in disregard of his or her or their interests as shareholders.

Oppression connotes conduct that is burdensome, harsh and wrongful. Furthermore, the oppression or the disregard of interests must result from either the conduct of the affairs of the company or the exercise of the powers of the directors.

This is a statutory remedy and an Irish court has wide discretion to make such order as it sees fit.

Lawsuits brought by a shareholder on behalf of the company must be brought exclusively in the courts of Ireland when they are related to or in connection with a derivative claim, an alleged breach of fiduciary or other duty by a director, officer or employee of Cimpress plc or any other claim against Cimpress plc or its directors, officers and employees under Irish law or pursuant to the constitution.

Disclosure of Interests in Shares

The Schedule 13D and Schedule 13G reporting regime will continue to apply to Cimpress plc as it will have its shares registered under Section 12 of the Exchange Act.

Under the Irish Companies Act, a person must notify us if, as a result of a transaction, the person will become interested in three percent or more of our voting shares, or if as a result of a transaction a person who was interested in three percent or more of our voting shares ceases to be so interested. Under the Irish Companies Act, an “interest” is broadly defined and includes direct and indirect holdings, beneficial interests and, in some cases, derivative interests. Furthermore, a person’s interests are aggregated with the interests of related persons and entities (including controlled companies). Where a person is interested in three percent or more of our voting shares, the person must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the voting shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such class of share capital in issue). Where the percentage level of the person’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. We must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a person fails to comply with these notification requirements, the person’s rights in respect of any of our shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.

In addition, Irish law provides that a company may, by notice in writing, require a person whom the company knows or reasonably believes to be or to have been within the three preceding years, interested in its issued voting share capital to: (1) confirm whether this is or is not the case; and (2) if this is the case, to give further information that it requires relating to his or her interest and any other interest in the company’s shares of which he or she is aware.

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The disclosure must be made within a reasonable period as specified in the relevant notice which may be as short as one or two days. If the recipient of the notice fails to respond within the reasonable time period specified in the notice, we may apply to the Irish High Court for an order directing that the affected shares be subject to certain restrictions, as prescribed by the Irish Companies Act, as follows: (1) any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with shares and any issue of shares, shall be void; (2) no voting rights shall be exercisable in respect of those shares; (3) no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and (4) no payment shall be made of any sums due from us on those shares, whether in respect of capital or otherwise.

The court may also order that shares subject to any of these restrictions be sold with the restrictions terminating upon the completion of the sale.

In the event we are in an offer period pursuant to the Irish Takeover Rules, accelerated disclosure provisions apply for persons holding an interest in our securities of one percent or more.

Irish Takeover Rules

Following the completion of the Merger, Cimpress plc will be subject to the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules promulgated thereunder, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including Nasdaq. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in the case of multiple bidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the Cimpress plc Board will not be permitted, without approval from Cimpress plc Shareholders, to take certain actions that might frustrate an offer for Cimpress plc once the Cimpress plc Board has received an approach that may lead to an offer or has reason to believe an offer is, or may be, imminent.

A transaction in which a third party seeks to acquire 30% or more of our voting rights and any other acquisitions of our securities will be governed by the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules made thereunder, or the Irish Takeover Rules, and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel: (1) in the event of an offer, all holders of securities of the target company must be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected; (2) the holders of securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of directors of the target company must give its views on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business; (3) a target company’s board of directors must act in the interests of that company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer; (4) false markets must not be created in the securities of the target company, the bidder or any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted; (5) a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration; (6) a target company may not be hindered in the conduct of its affairs longer than is reasonable by an offer for its securities; and (7) a “substantial acquisition” of securities, whether such acquisition is to be effected by one transaction or a series of transactions, shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

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Mandatory Bid

Under certain circumstances, a person who acquires shares, or other voting securities, of a company may be required under the Irish Takeover Rules to make a mandatory cash offer for the remaining outstanding voting securities in that company at a price not less than the highest price paid for the securities by the acquirer, or any parties acting in concert with the acquirer, during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of securities would increase the aggregate holding of an acquirer, including the holdings of any parties acting in concert with the acquirer, to securities representing 30% or more of the voting rights in a company, unless the Irish Takeover Panel otherwise consents. An acquisition of securities by a person holding, together with its concert parties, securities representing between 30% and 50% of the voting rights in a company would also trigger the mandatory bid requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person, together with its concert parties, would increase by 0.05% within a 12-month period. Any person, excluding any parties acting in concert with the holder, holding securities representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements in purchasing additional securities.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

If a person makes a voluntary offer to acquire outstanding Cimpress plc Shares, the offer price must not be less than the highest price paid for Cimpress plc Shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, taking into account the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired Cimpress plc Shares (1) during the 12-month period prior to the commencement of the offer period that represent more than 10% of the total Cimpress plc Shares or (2) at any time after the commencement of the offer period, the offer must be in cash or accompanied by a full cash alternative and the price per Cimpress plc Share must not be less than the highest price paid by the bidder or its concert parties during, in the case of clause (1), the 12-month period prior to the commencement of the offer period or, in the case of (2), the offer period. The Irish Takeover Panel may apply this Rule to a bidder who, together with its concert parties, has acquired less than 10% of the total Cimpress plc Shares in the 12-month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares and other voting securities which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of the company. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of the company is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of the company and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Rights of Dissenting Shareholders

Irish law does not generally provide for appraisal rights. However Irish law provides for dissenters’ rights in certain situations, as described below: (1) under a takeover offer, an offeror which has acquired or contracted to acquire not less than 80% of the shares to which the offer relates may require the other shareholders who did not

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accept the offer to transfer their shares on the terms of the offer. Dissenting shareholders have the right to apply to the High Court of Ireland for relief; (2) a takeover scheme of arrangement which has been approved by the requisite shareholder majority and sanctioned by the High Court of Ireland will be binding on all shareholders. Dissenting shareholders have the right to appear at the High Court hearing and make representations in objection to the scheme; and (3) in the case of a domestic or cross-border statutory merger, if the consideration being paid to shareholders is not all in the form of cash, dissenting shareholders may be entitled to require that their shares be acquired for cash.

Anti-Takeover Measures

Frustrating Action

Under the Irish Takeover Rules, the Cimpress plc Board is not permitted to take any action that might frustrate an offer for our shares once the Cimpress plc Board has received an approach that may lead to an offer or has reason to believe that such an offer is or may be imminent, subject to certain exceptions. Potentially frustrating actions such as (1) the issue of shares, options, restricted share units or convertible securities; (2) material acquisitions or disposals; (3) entering into contracts other than in the ordinary course of business; or (4) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any earlier time during which the Cimpress plc Board has reason to believe an offer is or may be imminent. Exceptions to this prohibition are available where: (a) the action is approved by our shareholders at a general meeting; or (b) the Irish Takeover Panel has given its consent, where: (i) it is satisfied the action would not constitute frustrating action; (ii) our shareholders holding more than 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting; (iii) the action is taken in accordance with a contract entered into prior to the announcement of the offer, or any earlier time at which the Board considered the offer to be imminent; or (iv) the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

Shareholder Rights Plan

Although Cimpress plc’s Constitution allows the Cimpress plc Board to adopt a shareholder rights plan and to grant rights to subscribe for Cimpress plc Shares or preferred shares thereunder, Cimpress N.V. currently has no intention of adopting a shareholder rights plan or issuing share purchase rights. Irish law does not expressly authorize or prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law. In addition, such a plan would be subject to the Irish Takeover Rules and the General Principles underlying the Irish Takeover Rules. For further detail, see the section captioned “Comparison of the rights of Shareholders and Governance – Anti-takeover measures”, for more information, beginning on page 65.

Subject to the Irish Takeover Rules, the Cimpress plc Board also has power to issue any of our authorized and unissued shares on such terms and conditions as it may determine, and any such action should be taken in Cimpress plc’s best interests. It is possible, however, that the terms and conditions of any issue of preference shares could discourage a takeover or other transaction that holders of some or a majority of the Cimpress plc Shares believe to be in their best interests or in which holders might receive a premium for their shares over the then-market price of the shares.

Insider Dealing

The Irish Takeover Rules also provide that no person, other than the bidder, who is privy to confidential price-sensitive information concerning an offer made in respect of the acquisition of a company (or a class of securities) or a contemplated offer shall deal in relevant securities of the target during the period from the time at which such person first has reason to suppose that such an offer, or an approach with a view to such an offer being made, is contemplated to the time of (i) the announcement of such offer or approach; or (ii) the termination of discussions relating to such offer, whichever is earlier.

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Corporate Governance

Under Irish law and Cimpress plc’s Constitution, the authority for the overall management of Cimpress plc is vested in the Cimpress plc Board. The Cimpress plc Board may delegate any of its powers on such terms as it thinks fit in accordance with Cimpress plc’s Constitution and Irish law, although, the Cimpress plc Board will remain responsible, as a matter of Irish law, for the proper management of the affairs of Cimpress plc. The directors must ensure that any delegation is and remains appropriate and that an adequate system of control and supervision is in place.

The Cimpress plc Board will have a standing audit committee, compensation committee, and nominating and governance committee. It is also the intention of Cimpress plc to assume Cimpress N.V.’s existing code of business conduct and insider trading policy and to adopt governance guidelines in accordance with Irish law.

Directors

Number of Directors

Cimpress plc’s Constitution provides that the number of directors will be as the Cimpress plc board may determine from time to time and at the date of adoption of Cimpress plc’s Constitution will be not more than 15 and not fewer than two in number. Immediately following the completion of the Merger there will be five directors on the Cimpress plc Board.

Appointment of Directors

Both Cimpress plc shareholders and the Cimpress plc Board have the power to appoint a person as a director by simple majority resolution, either to fill a vacancy or as an additional position.

Under Cimpress plc’s Constitution, shareholders have further notification requirements in addition to what is required under Irish law in order to bring a resolution before a meeting of shareholders. For further detail, see the section captioned “Comparison of the rights of Shareholders and Governance—Director Nominations; Proposals of Shareholders”, beginning on page 65.

Election of Directors

Under Cimpress plc’s Constitution, starting with the annual general meeting to be held in 2020, any Director whose term expires at an annual general meeting shall stand for re-election at the annual general meeting. Notwithstanding that a Director might not be re-elected at an annual general meeting, such Director shall nevertheless hold office until his or her successor is elected or is appointed by the Cimpress plc Board, or until his or her earlier resignation or removal in accordance with Cimpress plc’s Constitution or the Irish Companies Act.

Removal of Directors and Vacancies

Under Irish law and Cimpress plc’s Constitution, both Cimpress plc shareholders and the Cimpress plc Board have the power to remove a director without cause by simple majority resolution. In the case of shareholders

removing a director, at least 28 clear days’ notice of the resolution is given to Cimpress plc and the shareholder(s) comply with the relevant procedural requirements.

The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) which the director may have against Cimpress plc in respect of his or her removal.

Under Irish law, one or more shareholders representing at least 10% of the paid-up share capital of Cimpress plc carrying voting rights have the right to requisition the holding of an extraordinary general meeting at which such a resolution to remove a director (and appoint a replacement) may be proposed.

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Under Cimpress plc’s Constitution, a Director may also be removed from office by notice in writing addressed to him or her at his or her address as shown in the company’s register of directors and signed by not less than a majority in number of all the Directors (rounded down to the nearest whole number and excluding the Director in question).

Cimpress plc’s Constitution provides that vacancies in the board of directors may be filled by the Cimpress plc Board.

Duration; Dissolution; Rights upon Liquidation

The duration of Cimpress plc will be unlimited. Cimpress plc may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding up, a special resolution of shareholders is required. Cimpress plc may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure if it has failed to file certain returns. Cimpress plc may also be dissolved by the Director of Corporate Enforcement in Ireland where our affairs have been investigated by an inspector and it appears from the report or any information obtained by the Director of Corporate Enforcement that Cimpress plc should be wound up.

If Cimpress plc’s Constitution contains no specific provisions in respect of a dissolution or winding up, then, subject to the priorities of any creditors, the assets will be distributed to our shareholders in proportion to the paid-up nominal value of the shares held. Cimpress plc’s Constitution contains specific provisions in respect of a winding up and the rights of the shareholders may be subject to the rights of any preference shareholders to participate under the terms of any series or class of preferred shares.

No Liability for Further Calls or Assessments

The shares to be issued in connection with the Merger will be duly and validly issued and fully paid and non-assessable.

Transfer and Registration of Shares

Cimpress plc will maintain a share register or otherwise cause a share register to be maintained. The registration in that register will be used to determine which Cimpress plc shareholders are entitled to vote at meetings of Cimpress plc shareholders. A Cimpress plc shareholder who holds shares beneficially will not be the holder of record of such shares. Instead, the depository or other nominee will be the holder of record of those shares.

Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in Cimpress plc’s official share register, as the depository or other nominee will remain the record holder of any such shares.

Under Cimpress plc’s Constitution, subject to the Irish Companies Act, certificated shares may be transferred upon surrender for cancellation of the share certificate(s) for the shares in question along with an instrument of transfer, duly executed, with such proof of authenticity of the signature as Cimpress plc or its agents may reasonably require.

A written instrument of transfer is required under Irish law in order to register on Cimpress plc’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person; (ii) from a person who holds such shares beneficially to a person who holds such shares directly; or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be

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paid prior to registration of the transfer on Cimpress plc’s official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) and this should not give rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

Any transfer of Cimpress plc Shares that is subject to Irish stamp duty will not be registered in the name of the transferee unless an instrument of transfer is duly stamped and provided to the Cimpress plc transfer agent. Cimpress plc, in its absolute discretion and insofar as the Irish Companies Act or any other applicable law permits, may, or may provide that a subsidiary of Cimpress plc will, pay Irish stamp duty arising on a transfer of Cimpress plc Shares on behalf of the transferee of such Cimpress plc Shares. If stamp duty resulting from the transfer of Cimpress plc Shares which would otherwise be payable by the transferee is paid by Cimpress plc or any of its subsidiaries on behalf of the transferee, then in those circumstances, Cimpress plc will, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee or the transferor (at its discretion); (ii) set-off the stamp duty against any dividends payable to the transferee of those Cimpress plc Shares; and (iii) claim a first and permanent lien on the Cimpress plc Shares on which stamp duty has been paid by Cimpress plc or its subsidiary for the amount of stamp duty paid. Cimpress plc’s lien shall extend to all dividends paid on those Cimpress plc Shares. Parties to a share transfer may assume that any Irish stamp duty arising in respect of a transaction in Cimpress plc Shares has been paid unless one or both of such parties is otherwise notified by Cimpress plc.

Cimpress plc’s Constitution delegates to Cimpress plc’s secretary, any assistant secretary or a relevant authorized delegate the authority to execute an instrument of transfer on behalf of a transferor.

To help ensure that our official share register is regularly updated to reflect trading of Cimpress plc shares occurring through electronic systems, Cimpress plc intends to regularly produce such instruments of transfer as may be required to effect any transfers of registered interests in shares. These may involve transactions for which it pays stamp duty, subject to the reimbursement and set-off rights described above. In the event that Cimpress plc notifies one or both of the parties to a share transfer that it believes stamp duty is required to be paid in connection with such transfer and that it will not pay such stamp duty, the parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Cimpress plc for this purpose) or request that Cimpress plc execute an instrument of transfer on behalf of the transferring party in a form determined by Cimpress plc. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to Cimpress plc’s transfer agent, the transferee named therein will be registered as the registered holder of the relevant shares on Cimpress plc’s official share register (subject to the matters described below).

The registration of transfers may be suspended by our directors at such times and for such period, not exceeding in the whole 30 days in each year, as our directors may from time to time determine.

Indemnification of Directors and Officers

Subject to exceptions, Irish law does not permit a company to exempt a director or certain officers from, or indemnify a director against, liability in connection with any negligence, default, breach of duty or breach of trust by a director in relation to the company.

The exceptions allow a company to: (a) purchase and maintain directors and officers insurance against any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to the company; and (b) indemnify a director or such other officer against any liability incurred in defending proceedings, whether civil or criminal: (i) in which judgment is given in his or her favor or in which he or she is acquitted; or (ii) in respect of which an Irish court grants him or her relief from any such liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned.

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Cimpress plc’s Constitution includes a provision which entitles every director to be indemnified by Cimpress plc to the fullest extent permitted by law (including by funding any expenditure incurred or to be incurred by him or her) against any loss or liability incurred in his or her capacity as a director. Cimpress plc’s Constitution provides that where a person is so indemnified, such indemnity may extend to all costs, losses, expenses and liabilities incurred by him or her. Any funds provided to a director to meet any expenditure incurred by him or her in connection with defending himself or in an investigation of any negligence, default, breach of duty or breach of trust by him or her or otherwise, must be repaid if he or she is convicted, or judgment is given against him or her.

Cimpress plc’s Constitution also provides the Cimpress plc Board with authority to purchase and maintain insurance at the expense of Cimpress plc for the benefit of any person who is, or was at any time, a director or other officer or employee of the company or any associated company.

In addition to the provisions of Cimpress plc’s Constitution, it is common for a public limited company to enter into separate a deed of indemnity with a director or officer which essentially indemnifies the director or officer against claims brought by third parties to the fullest extent permitted under Irish law. Cimpress plc intends to enter into such deeds of indemnity with each of its directors and officers.

Limitation on Director Liability

Subject to exceptions, as described above, Irish law does not permit a company to exempt any director or certain officers from any liability arising from negligence, default, breach of duty or breach of trust against the company. One of the exceptions is that an Irish company is permitted to purchase and maintain insurance for a director or executive officer of the company against any such liability.

Cimpress plc’s Constitution provides the Cimpress plc Board with authority to purchase and maintain insurance at the expense of Cimpress plc for the benefit of any person who is or was at any time a director or other officer or employee of the company or any associated company.

Separately, in proceedings where negligence, default, breach of duty or breach of trust against a director has or may be established (or in anticipation of any such proceedings), an Irish court has the power to grant a director or other officer relief from liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned.

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COMPARISON OF RIGHTS OF SHAREHOLDERS AND GOVERNANCE

Your rights as a Cimpress N.V. Shareholder are governed by the DCC and Cimpress N.V.’s articles of association. As a result of the Merger, Cimpress N.V. will be dissolved without going into liquidation, and Cimpress N.V. Shareholders will become Cimpress plc Shareholders. The rights of Cimpress plc Shareholders will be governed by applicable Irish law, including the Irish Companies Act, and by Cimpress plc’s Constitution.

Many of the principal attributes of Cimpress N.V. Shares and Cimpress plc Shares will be similar. However, there are differences between the rights of Cimpress N.V. Shareholders under Dutch law and the rights of Cimpress plc Shareholders under Irish law following the Merger. In addition, there are differences between Cimpress N.V.’s articles of association and Cimpress plc’s Constitution as they will be in effect after the completion of the Merger. These differences are more particularly described below, but the material differences are generally characterized as follows:

Cimpress N.V. is a Dutch public limited liability company, whereas Cimpress plc will be an Irish public limited company.

Certain mandatory provisions under Dutch law that are not mandatory provisions of Irish law have not been included in the rights attaching to Cimpress plc Shares and Cimpress plc’s Constitution, and certain mandatory provisions under Irish law that are not mandatory provisions of Dutch law have been included in the rights attaching to Cimpress plc Shares and Cimpress plc’s Constitution.

Certain standard provisions under Irish law customarily applied to the rights attaching to shares and the constitutions of Irish companies have been included in the rights attaching to Cimpress plc Shares and Cimpress plc’s Constitution even if there is no Dutch law equivalent.

The following is a summary comparison of the rights of Cimpress N.V. Shareholders under applicable Dutch law and Cimpress N.V.’s articles of association and the rights such Cimpress N.V. Shareholders will have as Cimpress plc Shareholders under the Irish Companies Act and Cimpress plc’s Constitution effective immediately following the Merger. The statements in this section are qualified in their entirety by reference to, and are subject to, the detailed provisions of Cimpress N.V.’s articles of association and Cimpress plc’s Constitution as will be in effect after the Effective Date, substantially in the form attached as Annex B to this Proxy Statement. The deed of amendment to Cimpress N.V.’s articles of association is attached as Annex C to this Proxy Statement. For further detail, see “Where You Can Find More Information.” We encourage you to read those documents carefully. You are also urged to carefully read the relevant provisions of the DCC and the Irish Companies Act for a more complete understanding of the differences between being a Cimpress N.V. Shareholder and a Cimpress plc Shareholder. The Irish Companies Act can be accessed online for free at http://www.irishstatutebook.ie or can be purchased in hardcopy format from the Irish Government Publications Office by calling +353 1 076 1106 834 or by e-mailing publications@opw.ie.

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BENEFICIAL OWNERSHIP

The following table contains information regarding the beneficial ownership of our ordinary shares as of August 12, 2019 by:

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MARKET PRICE AND DIVIDEND INFORMATION

Cimpress N.V. Shares are traded on Nasdaq under the symbol “CMPR”. On [●], 2019, the closing price per share of Cimpress N.V. Shares as reported on Nasdaq was $[●]. As of [●], 2019, the approximate number of registered Cimpress N.V. Shareholders was [●].

We have never paid or declared any cash dividends on Cimpress N.V. Shares, and we do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain all future earnings to finance the growth and operations of our business, investment in or acquisition of other businesses, share repurchases, or pay down of our debt.

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EXPENSE OF PROXY STATEMENT

We will bear the costs of solicitation of proxies. We have retained Alliance Advisors for a fee of $11,000 plus expenses to assist us in soliciting proxies from Cimpress N.V. Shareholders and to verify certain records relating to the solicitation. We and our directors, officers, and selected other employees may also solicit proxies by mail, telephone, e-mail, or other means of communication. Directors, officers, and employees who help us in soliciting proxies will not be specially compensated for those services, but they may be reimbursed for their reasonable out-of-pocket expenses incurred in connection with their solicitation. We will request brokers, custodians, and fiduciaries to forward proxy soliciting material to Cimpress N.V. Shareholders that they hold in their names and will reimburse these entities for their out-of-pocket expenses incurred in connection with the distribution of our proxy materials.

HOUSEHOLDING OF MEETING MATERIALS

Some banks, brokers, and other nominee record holders may participate in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to shareholders may be sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you contact us by emailing IR@cimpress.com, writing us at Investor Relations, Cimpress, 275 Wyman Street, Waltham, MA 02451 USA, or calling us at telephone no. +1 781-652-6480. If you want to receive separate copies of the proxy statement or annual report to shareholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder if you hold your Cimpress N.V. Shares in street name, or you may contact us per the above if you are a Cimpress N.V. Shareholder of Record.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings through the Internet at the SEC’s website at www.sec.gov. You may obtain any of the documents we file with the SEC, without charge, by visiting the SEC Filings page of our website at http://ir.cimpress.com/financial-information/sec-filings.

We will furnish without charge copies of these documents to any person who requests them by emailing IR@cimpress.com, writing us at Investor Relations, Cimpress, 275 Wyman Street, Waltham, MA 02451 USA, or calling us at telephone no. +1 781-652-6480.

We have not authorized anyone to give any information or make any representation about the Merger or about us that differs from or adds to the information in this Proxy Statement. Therefore, you should not rely upon any information that differs from or is in addition to the information contained in this Proxy Statement.

The information contained in this Proxy Statement speaks only as of the date on the cover, unless the information specifically indicates that another date applies.

CERTAIN ITEMS

Certain items required by Regulation S-K are attached hereto as Annexes E-G. Namely, Item 303 management’s discussion and analysis of financial condition and results of operations is contained in Annex E, Item 304 changes in and disagreements with accountants on accounting and financial disclosure is contained in Annex F and Item 305 quantitative and qualitative disclosures about market risk is contained in Annex G. These annexes are specifically deemed to be part of this Proxy Statement.

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Annex A

DATED                     2019

CROSS-BORDER MERGER

Between

CIMPRESS LIMITED

AND

CIMPRESS N.V.

COMMON DRAFT TERMS OF MERGER

(joint merger proposal (gezamenlijk voorstel tot fusie) in the meaning of the DCC]

(Dutch translation required for publication with Dutch Trade Registry)

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THESE COMMON DRAFT TERMS OF MERGER are made between:

AND

PURSUANT TO the provisions of the Irish Regulations (as defined below), the provisions of the Dutch Regulations (as defined below) and the provisions of the Directive (as defined below).

In these Common Draft Terms unless the context otherwise requires or unless otherwise specified:

“Assets” means all assets held by the Transferor Company as at the Effective Time;

“Business” means the business of the Transferor Company as carried on at the Effective Time;

“Business Day” means a day (other than a Saturday or Sunday) on which clearing banks are generally open for business in The Netherlands and Ireland;

“Cash Compensation” has the meaning given to it in clause 13.4;

“Cash Compensation Request” has the meaning given to it in clause 13.5;

“Cash Compensation Right” has the meaning given to it in clause 13.4;

“Cimpress Equity Plans” means any of the following: (a) 2016 Performance Equity Plan adopted on 27 May 2016 and amended on 15 November 2016 and 13 November 2018; (b) 2011 Equity Incentive Plan adopted on 30 June 2011; (c) 2005 Non-Employee Directors’ Share Option Plan adopted on 28 August 2009 and amended on 2 October 2010; and (d) Amended and Restated 2005 Equity Incentive Plan adopted on 28 August 2009 and amended on 2 October 2010;

“Cimpress Group” means the group of companies whose ultimate parent is the Transferor Company;

“Cimpress Shareholders” means the shareholders of the Transferor Company;

“Cimpress ULC” means Cimpress Holding Unlimited Company, a private unlimited company incorporated under the laws of Ireland, registered with the CRO under company number 655038 and with its registered office at Building D, Xerox Technology Park, Dundalk, Co. Louth;

“Common Draft Terms” means the present common draft terms of the Cross-Border Merger meaning the joint merger proposal (gezamenlijk voorstel tot fusie) pursuant to section 2:312, section 2:326 and section 2:333d DCC;

“Constitution” means the constitution of the Successor Company;

“CRO” means the Irish Companies Registration Office;

“Cross-Border Merger” means a merger of a national limited liability company with a limited liability company from another EU Member State, as provided for by the Directive, the Irish Regulations and the Dutch Regulations;

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“DCC” means the Dutch Civil Code;

“Directive” means Directive 2005/56/EC of the European Parliament and of the Council of Ministers of 26 October 2005 on Cross-Border Mergers of Limited Liability Companies as repealed and codified by Chapter II, Title II of Directive 2017/1132/EU;

“Draft Amendment Articles of Association Transferor Company” has the meaning given to in clause 13.2;

“Dutch Directors’ Explanatory Report” has the meaning given to it in clause 2.3.2;

“Dutch Independent Expert” has the meaning given to it in clause 8.3;

“Dutch Regulations” means title 7 of book 2 of the Dutch Civil Code;

“Effective Time” means 4:15 p.m. Eastern Standard Time, immediately after the close of trading on NASDAQ, on 3 December 2019 or such other date as may be agreed by the Merging Companies, subject to the approval of the Irish Court;

“EGM” has the meaning given to it in clause 13.2;

“Election Period” has the meaning given to it in clause 13.5;

“Electing Shareholder” has the meaning given to it in clause 13.4;

“Exit Shares” has the meaning given to it in clause 13.6;

“EY Ireland” means Ernst & Young (Ireland);

“EY Netherlands” means Ernst & Young (Netherlands);

“Final Order” means the order made by the Irish Court (defined below) under Regulation 14 of the Irish Regulations pursuant to which the Irish Court approves the completion of the Merger, confirms that the terms and conditions of the Merger are fair (both procedurally and substantively) to the Cimpress Shareholders, and fixes the Effective Time;

“Foundation” has the meaning given to it in clause 5.3;

“Irish Independent Expert” has the meaning given to it in clause 8.2;

“Irish Court” means the High Court of Ireland;

“Irish Directors’ Explanatory Report” has the meaning given to it in clause 2.3.1;

“Irish Regulations” means the European Communities (Cross-Border Mergers) Regulations 2008 (S.I. No. 157 of 2008), as amended from time to time;

“Liabilities” means all the liabilities of the Transferor Company as at the Effective Time;

“Matsack” means Matsack Nominees Limited, a private company limited by shares incorporated under the laws of Ireland, registered with the CRO under company number 172157 and with its registered office at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland;

“Merger” means the proposed Cross-Border Merger (by acquisition) of the Transferor Company into the Successor Company under the terms and conditions set forth in these Common Draft Terms, by which the Assets and Liabilities shall transfer by universal succession of title (onder algemene titel) to the Successor Company and the Transferor Company will cease to exist as at the Effective Time;

“Merger Proxy Statement” means the proxy statement to be furnished to the Cimpress Shareholders in connection with the EGM at which such shareholders will be asked to adopt the resolution to enter into the Merger in accordance with these terms and conditions of the Common Draft Terms;

“Merging Companies” means the Successor Company and the Transferor Company (each as defined above), and “Merging Company” shall be construed accordingly as the context so requires;

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“NASDAQ” means the Nasdaq Global Stock Market;

“Revised Constitution” means the constitution of the Successor Company to be in effect as of the Effective Time, substantially in the form of Schedule 2 hereto;

“Schedules” means the schedules annexed to these Common Draft Terms, and “Schedule” shall be construed accordingly as the context so requires;

“Share Exchange Ratio” means the share exchange ratio for the Merger as described in clause 4.1.2;

“Shareholder Resolution” means the special resolution of the shareholders of the Successor Company to be passed in order to approve these Common Draft Terms, as provided for by Regulation 10 of the Irish Regulations;

“Successor Company’s Financial Statements” means the audited financial statements of the Successor Company dated 30 June 2019;

“Successor Company New Shares” means ordinary shares of EUR0.01 each in the capital of the Successor Company to be issued to the Cimpress Shareholders on consummation of the Merger in accordance with the Share Exchange Ratio;

“Successor Company Ordinary Shares” has the meaning given to it in clause 3.2.5;

“Transferor Company’s Financial Statements” means the unaudited interim non-consolidated balance sheet (tussentijdse vermogensopstelling) of the Transferor Company dated 30 June 2019; and

“Transferor Company Shares” means all shares of the Transferor Company issued and outstanding immediately prior to completion of the Merger.

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