Cimpress NV Annual Report 2018

FY2018 Annual Report · Cimpress NV

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2018 Annual Report
Notice of Annual General Meeting of
Shareholders | Proxy Statement

Dear Investor,

August 1, 2018

I write you this annual letter to convey how Cimpress thinks about capital allocation, methodologies that we find
useful in estimating our intrinsic value per share, and a transparent view into the successes and failures that we
have had on our continuing journey to build a transformational and enduring business.

Our strategy remains the same as that which I described in my letter to you last year: Cimpress invests in and
builds customer-focused, entrepreneurial, mass customization businesses for the long term, which we manage in a
decentralized, autonomous manner. We drive competitive advantage across Cimpress through a select few shared
strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central
activities to only those which absolutely must be performed centrally. Our uppermost financial objective is to
maximize our intrinsic value per share.

Previously, in addition to our uppermost financial objective, we also described an uppermost strategic objective to
be the world leader in mass customization. Stan Davis, in his 1987 strategy manifesto "Future Perfect" coined the
term mass customization to describe "generating an infinite variety of goods and services, uniquely tailored to
customers". In 2001, Tseng & Jiao defined mass customization as "producing goods and services to meet individual
customers’ needs with near mass production efficiency". Mass customization remains a fundamental element of the
business model by which Cimpress delivers better value to customers than traditional competitors. However, we
have dropped "world leader in mass customization" from our strategic articulation given that mass customization is
not a market per se, but rather a competitive operational strategy which can be applied across many markets.

Over the past year we have successfully implemented three significant changes to how we run Cimpress, plans for
which I articulated to you in my last annual investor letter. These were (i) to decentralize, (ii) to align our financial
management systems around unlevered free cash flow, and (iii) to narrow the focus of our mass customization
platform. Let's review our progress on each of these objectives in turn.

First, Cimpress is now largely decentralized. This is proving to be beneficial in many ways: we are making decisions
better and faster, we are more entrepreneurial, and we have clearer lines of accountability for driving both
improvements to customer value and investment returns. Financially speaking, relative to costs we would have
incurred without the restructuring activities related to or prompted by our decentralization, we increased our
unlevered free cash flow by almost $60 million in fiscal year 2018 and we expect this benefit to be about $75 million
in fiscal year 2019. Decentralization has also made us less top heavy: we reduced the number of vice presidents,
senior vice presidents and executive vice presidents across all Cimpress businesses and central teams from 61 at
the end of fiscal year 2016 to 45 as of the end of fiscal year 2018, even as our revenues increased by 45% over
those two years.

Second, our financial management systems now align internal management reporting with our decentralized
organizational structure, a return-on-invested-capital mindset and our capital allocation process. We have
established per-business balance sheet and cash flow statements, and unlevered free cash flow ("UFCF")1 is now

1 We define unlevered free cash flow as free cash flow plus cash interest expense related to borrowing.

the primary financial metric by which we set quarterly and annual budgets both for individual businesses and
Cimpress-wide. UFCF aligns our management teams with one of the core components in our formula by which we
estimate our intrinsic value per share. Please don't misinterpret the fact that UFCF is our primary annual
performance metric for our management budgets to mean that we pursue increases to UFCF at the expense of
value-creating investments. We actively seek to deploy capital in projects that exceed our hurdle rates, even if
doing so reduces our near-term UFCF.

Third, we have narrowed the focus of our mass customization platform ("MCP") so that it consists only of shared
standards and technology services. The MCP mandate no longer includes manufacturing operations, product
managers, graphic service operations or other resources that have been redeployed into our businesses where
they are closer to customers, or whose roles were eliminated because they were no longer necessary after
decentralization. In order to ensure that the MCP delivers tangible customer and business value, our businesses
are actively involved in defining and evaluating the functionality of new or improved MCP technology services. We
make these services available to any Cimpress business, not just the original sponsor.

Thanks to the progress we made in fiscal year 2018, Cimpress now operates as a strategically focused group of
more than a dozen businesses, each operating in a largely autonomous manner other than as it relates to the select
few shared strategic and corporate activities that we maintain centrally in line with the above-articulated strategy.

Our fiscal year 2018 progress took place in the context of the series of major changes to our company that we
began implementing seven years ago, at the start of fiscal year 2012, to improve Vistaprint and to move into new
markets. The changes have not always worked, and even those that worked well were typically painful in the short
term. But on balance the effort has set up our company for a future in which we continue our history of strong value
creation over the long term.

"Long term" is one of the fundamental attributes of how we think about our business, and without a long term
perspective we would not have been able to transform ourselves as we have. In service of this objective, Cimpress
expects long-term thinking in four ways:

1. Decision-making: We describe to all our team members a simple way to think long term, which is to act as
if they are the sole owner of Cimpress (or of the Cimpress business where they work) and that they will still
be the sole owner twenty years from now. Our share-based compensation program is long term as well:
payout dates fall six to ten years after each grant date and are contingent upon achieving certain
compounded annual increases to the 3-year moving average of our share price.

2. Protect against short-termism: As shareholders ourselves, we protect Cimpress businesses from short-
termism that is common with venture capital, private equity and public shareholders. This enables our
teams to focus on improving customer satisfaction, building highly competitive value chains, and aligning
and engaging our team members.

Investors: We seek investors who embrace our long-term perspective. We are privileged that many
thoughtful investors with multi-year (and sometimes multi-decade) investment horizons have entrusted us
with their capital. Over the years I invited two of them to join our supervisory board so over 40% of our
equity is represented on our supervisory and management boards.

4. Capital allocation: We evaluate multi-year investments in terms of their risk, reward, and the timing of the
reward, and analyze them using discounted cash flow analysis and risk-adjusted hurdle rates. When given
a choice of either more near-term cash flow or the anticipation of a higher present value of long-term cash
flow, we’ll take the latter. Much of this letter focuses on our approach to capital allocation.

We work to regularly improve our ability to increase the value of each share of our company at a long-term
compounded annual rate that very comfortably exceeds our cost of capital. We are proud of the value we have
delivered so far but think we could have done better. That is one reason why I hope that these letters are
increasingly clear about where we have created and where we have destroyed value. An unvarnished analysis of
the past helps us evaluate future decisions with a sharper mind and, hopefully, a future in which we get better at
what we do.

Capital Allocation Approach

I spend a major amount of my time on activities related to capital allocation and consider it a critical responsibility.
While we expect to continually improve over time, I think that we've built a fairly solid process.

We group our corporate-level capital allocation and our sources of capital into the following broad categories. We
can deploy capital via organic investments, share repurchases, acquisitions and equity investments, debt reduction,
and the payment of dividends. Please note however, that we do not intend to pay dividends for the foreseeable
future. Our sources of capital are the cash we generate from our businesses, the issuance of debt, the issuance of
equity, and the divestiture of assets. We consider capital to be fungible across all of these categories. In other
words, we do not favor one over the other, but rather seek to grow our intrinsic value per share by allocating across
these categories in function of the relative returns of current and expected future opportunities.

We define corporate-level deployment of capital as any investment of money that we expect to require more than
twelve months to return 100% or more of the investment. You should assume this definition for all of our references
to capital allocation. We delegate to our businesses and central teams (and do not centrally seek to limit or
optimize) capital allocation decisions which our operational executives expect to pay back in less than twelve
months. We then hold each operating unit accountable for delivering an aggregate level of unlevered free cash flow
that (a) takes into account the negative cash flow from corporate-level capital allocation, and (b) is net of any
sub-12-month-payback investments they chose to make on a decentralized basis.

We evaluate our intrinsic value per share in U.S. dollars so we hold ourselves responsible for a long-term,
consolidated ROIC in U.S. dollars. That being said, we hold our individual businesses accountable to financial
results in the currencies that are most relevant to those businesses. We believe that, over the long term, most
currencies will fluctuate both up and down relative to the the U.S. dollar and that, on average and over the long
term, those fluctuations will neutralize most of the impact of shorter-term currency volatility. We seek to reduce
short- and medium-term currency volatility at an aggregate level either naturally or with our hedging program so that
we have time to react to significant changes for our debt covenants.

We currently estimate our weighted average cost of capital ("WACC") to be 8.5%. We seek to have a weighted
average return on our portfolio of deployed capital, net of failures, that is materially above our WACC. In support of
this objective, we vary hurdle rates in function of our judgment of the risks to various types of investment. For
example, we require only 10% for highly predictable organic investments located in Europe, North America or
Australia such as the replacement or expansion of capital equipment for profitable and growing businesses, 15% for
M&A of established, growing, profitable companies, and 25% for risky investments such as our investments in our
portfolio of nascent businesses which constitute our "All Other Businesses" reporting segment. At the time that we
make any given investment we expect to deliver a return that is above its relevant hurdle rate, preferably well
above.

As much as we would like to operate in a hypothetical world in which we didn't make capital allocation errors, we
believe that innovation and risk taking are critical to value creation so we do not seek to avoid investment risk nor
are we able to prevent failure at the level of individual investment projects. We report to you our failures as well as
our successes so that you can evaluate our performance in light of our overall weighted average portfolio of
investments.

We recognize that a portfolio of investments that exceeds WACC does not necessarily mean, by itself, that we have
made good capital allocation decisions. We need to compare our returns against the opportunity cost of potentially
higher returns that might have come from deploying the same capital into even higher-returning opportunities of a
similar risk level. This more stringent measure of performance clarifies the cost of mistakes. An example we've used
in the past that painfully demonstrates this point is that, for much of fiscal year 2012 and fiscal year 2013, our share
price was trading under $40 per share. With the benefit of hindsight we recognize that, for the capital we used for
our Namex, Webs and Albumprinter acquisitions, we could have generated vastly better returns if we had instead
repurchased our own shares. Also as we have noted in the past, we can make mistakes when we raise capital. For
instance, in 2005 we issued 5.5 million shares for just $11 per share as part of our initial public offering even though
we did not need the money at the time and, even if we had, could have raised the same amount of capital via debt
instruments. Our improved understanding of the true cost of equity issuance is a central reason why the
performance mechanisms of our share-based compensation vehicles now directly link potential payout and its
associated dilution to the equity returns that Cimpress delivers to long-term shareholders after such dilution.

I believe our recent decentralization has boosted our performance related to all aspects of capital allocation.
Decentralization has freed up time for Sean, our CFO, and me to focus on capital allocation, it has created a much
stronger ownership mentality among our various businesses for generating returns on the capital we invest, and it
makes it easier to track those returns and hold our teams and ourselves accountable.

The chart below and its supporting table summarize the capital allocation, other than debt repayment, that we have
made over the past four fiscal years and the approximate total amount we expect to deploy into organic investments
in fiscal year 2019. We do not forecast our potential fiscal year 2019 M&A and share repurchases in this letter since
those potential decisions would depend on many conditions that are outside of our control and are not predictable.
This absence of comment should not be read as an indication of intent in any given direction. For example, we have
already made an equity investment in early fiscal year 2019, which you can read about later in this letter. We also
include in the supporting table the capital we have raised via divestitures or partial-equity sales of businesses in
each year, if any.

With $2 billion of capital deployment over the past four years, and plans for $270 million of organic investment in
fiscal year 2019, clearly we are bullish on Cimpress' future and are investing accordingly.

Capital Allocation Summary
Recent History and Near-Term Plans

$619M

$595M

$403M

$387M

Share repurchases

$270M

Acquisitions & equity investments

Organic investments

s
n
o

i
l
l
i

D
S
U

$700

$600

$500

$400

$300

$200

$100

FY15

FY16

FY17

FY18

FY19 Plan

Allocated Capital ($M)
Organic investments (UFCF impact)
M&A
Share repurchases
Total capital deployed

FY16
FY15
$290
$255
$176
$148
$— $153
$619
$403

FY17
$317
$228
$50
$595

FY18
$238
$54
$95
$387

4-Year
Total
$1,100
$606
$298
$2,004

Percent of
4-yr Total
55%
30%
15%
100%

FY19
Plan
$270
TBD
TBD
TBD

5-Year
Total
$1,370
TBD
TBD
TBD

Capital raised via divestitures or
partial-equity sales

$—

$129

100%

TBD

How We Think About Value

Before I provide my thoughts on how we have done with our past capital allocation, let me first describe how we
think about value, and about how we can create value.

As referenced above, our uppermost financial objective is to maximize our intrinsic value per share, or IVPS. We do
not publicly disclose our internal IVPS range estimates because of their judgment-based nature and because we

assume that shareholders who take a long-term perspective will each make their own estimates of the value of a
share of Cimpress. However, I would like to explain the process by which we internally establish an IVPS range
estimate so you understand how we, as the stewards of the capital you entrust to us, think about this very important
subject.

We define IVPS as (a) the unlevered free cash flow per diluted share that, in our best judgment, will occur between
now and the long-term future, appropriately discounted to reflect our cost of capital, minus (b) net debt per diluted
share.

Any estimate of part (a) is inherently subjective and based on forward-looking projections. That is why we say that
our definition of IVPS is based on our best judgment. Please note my use of many qualifying terms throughout this
letter such as "estimated", "range", "approximate" and "judgment". The future is inherently unknowable so our
commentary should be understood in the context of these qualifying terms.

We use two methods to estimate part (a) of our IVPS equation. We establish multiple scenarios, so each of these
approaches generates a range based on several present values. We try to be prudent and realistic in our forecasts.
We then look at the range of all the outputs across the two methods, discuss and debate the merits and
weaknesses of each output, and then make a range-based judgment call.

The first of these two methods is a classic discounted cash flow ("DCF") financial model. We forecast key line items
in our income statement and cash flow statements based on past trends, and our beliefs about how those trends
will progress in the future. We typically project these ten fiscal years into the future, and in the last year establish a
terminal value by dividing that year's projected UFCF by our WACC. We then discount all of this back to today at
our WACC, then divide by the number of diluted shares.

The second method is based on steady state unlevered free cash flow ("SSFCF"). We define "steady state" as
having a sustainable and defensible business over the long term that is capable of growing after-tax free cash flow
at the rate of United States inflation. SSFCF is an estimate that is inherently based on many subjective business
judgments and approximations, so you should consider our statements about this concept to be directional range
estimates that are definitely not specific or precise. This approach is not traditional but we believe it to be useful and
informative. In our experience, we typically find that our estimates of IVPS are lower using the SSFCF method than
the DCF method. For the SSFCF method, our process is to establish:

i. An estimated range of what value exists in Cimpress today assuming no more of our past investments turn

cash generative (or negative) and assuming we were to stop investing for growth. We establish this
estimated range by dividing the upper and lower bounds of our range estimate of SSFCF by our WACC to
derive a high and low enterprise value prior to accounting for future returns on capital which we have
deployed or will deploy which are not yet contributing to our SSFCF.

ii. An estimated range of future returns from our past and future capital allocation (other than organic

investments required to maintain steady state) whose returns do not yet show up in our SSFCF. We
discount those to their present value using our WACC. This second component addresses our view that a
major portion of our estimate of intrinsic value per share derives from us having a large set of attractive
investment opportunities for the foreseeable future and that we can fund such investments thanks to our
significant SSFCF combined with our financing capacity.

iii. Add the results from "i." and "ii." together to estimate a range of values, which we divide by the number of

diluted shares.

In addition to acting as an input
for estimating the intrinsic value of our company, SSFCF also is an input to the way
we hold ourselves accountable for value creation. Over long periods of time, if we create value then we should grow
the result of the following equation at a compounded annual growth rate that is higher than our cost of capital:

( [SSFCF divided by our WACC]

- net debt ) / diluted shares outstanding

Throughout this letter I will describe the inputs to this equation, and at the end of the letter, I will share our thoughts
on our past progress and our thoughts on IVPS. But first, let me turn to a review of our capital allocation: organic
investments, acquisitions and early-stage investments, share repurchases, and debt issuance and repayment.

Organic Investment

The organic capital that we have allocated, and which we plan to continue to allocate, directly reduces our
unlevered free cash flow. We nonetheless organically deploy significant amounts of capital because we believe that
we can deliver weighted average returns on this investment portfolio that are above (preferably well above) our
WACC. Doing so would, in turn, increase our IVPS. The tables below convey the components of capital that we
allocated to organic investment in the last three fiscal years and the approximate amount we plan to invest during
fiscal year 2019.

Many of our investments begin to return cash in the same fiscal year as their initial investment so, where practical
from a tracking perspective, the investment estimates provided below represent our net investment, not the gross
investment. All numbers in the tables below are rounded estimates. Because we cannot precisely estimate the rate
of investment or precisely isolate the returning cash flows of most of our investments, and because we may make
changes to our plans during the course of the future fiscal year based on new information we may receive, both
historical and planned fiscal year 2019 numbers should be considered only as directional and approximate.

To avoid complexity in the presentation and reconciliation of figures which we include in public documents, we
describe these investments as a reduction to UFCF before tax effects and prior to working capital changes.
However, internally, we endeavor to evaluate investment decisions based on our forecasts of discounted unlevered
free cash flow, i.e., after both tax and changes to working capital. To help investors understand our capital allocation
in terms that may be important to them, in this letter we also express our investments as reductions to operating
income and Adjusted Net Operating Profit ("NOP").

These investments reflect 100% of investments even for businesses in which we have only partial ownership. For
example, we own 53.7% of Printi in Brazil, but we reflect 100% of the investments below within the data we present
for our All Other Businesses segment. We do this because we reflect the entirety of their cash movements in our
results.

Fiscal Year 2018 Organic Investments

Over the past year we continued to invest across a wide spectrum of activities within our existing businesses. In
total we allocated approximately $238 million of our capital organically, of which about two-thirds we allocated to
Vistaprint. The following tables summarize this investment, grouped by reportable segment.

VISTAPRINT

Investment
Area
LTV-based
Advertising &
Marketing
Infrastructure

Technology

Shipping
Price
Reductions

Expansion of
Production &
IT Capacity

Other

TOTAL

Description
Based on analysis of the cash flow characteristics of prior cohorts of
acquired customers, we regularly invest in customer acquisition costs
that require more than twelve months to pay back. Note that this net
investment reflects mix shifts in our product and service offering to
ensure we appropriately capture in-period returns that net against
advertising costs in this calculation. We also include a portion of our
internal marketing costs that support LTV-based advertising activities,
as well as investments in customer service and design services.
Vistaprint differentiates itself in the market by an extensive set of
technologies, such as but not limited to browser-based design, cross-
selling, customer service systems, design-assistance, merchandising
and analytics. We regularly upgrade that technology.
The net impact of reducing the prices we charge our customers for
shipping and processing. Our goal is to get to and stay at pricing that
is in line with e-commerce norms. We have presented this as an
investment in each year (net of small but increasing benefits) to reflect
the ongoing foregone profits of this decision. However, for fiscal year
2019 and beyond, we will no longer include this in the list of
investments in this letter. This will have no impact on the analysis of
our steady state free cash flow, since we view this as a maintenance
investment that reduces our steady state free cash flow.

Capital expenditures and similar upfront investments to expand or
improve our capacity for established products with relatively knowable
demand patterns. Starting in fiscal year 2018, it also includes the
capital expenditures related to the introduction of new products and
expansion of our selection of product attributes, such as formats,
substrates, finishing options, delivery speeds, available quantities, etc.

Headcount and related costs to enable scalability and to improve
performance, as well as miscellaneous small investments. This
category also included, for fiscal year 2015 only, replacement capital
expenditures, which we subsequently determined were investments
that generally pay back in less than 12 months, so were excluded from
fiscal year 2016 forward.

FY2018
Unlevered
Free Cash
Flow Net
Investment
$70M

FY2018
OI/
Adjusted
NOP Net
Impact
$78M

$47M

$42M

$18M

$8M

—

$15M

$16M

$158M

$154M

OTHER ORGANIC INVESTMENTS

Investment
Area
Upload and
Print

Description
A wide array of technology, advertising, product selection and
production capacity investments. We are making technology
investments, both business-specific and shared, to modernize and
modularize our software systems. Anticipated benefits include
enabling more rapid new product introduction and connecting to and
leveraging the mass customization platform. This also includes our
investment in a team of professionals to find and manage shared
opportunities across our Upload and Print businesses.

National Pen

A wide array of investments, including investments in e-commerce
technology, capital equipment and other investments.

All Other
Businesses

Mass
Customization
Platform
("MCP")

Other
Centrally
Managed
Investments

TOTAL

The total negative impact from our "All Other Businesses" reporting
segment, all of which we consider to be discretionary growth
investment. Although these businesses vary considerably from each
other in many ways they are all, to varying degrees, early stage, high-
growth businesses with a higher degree of risk than our more
established businesses. The businesses in this reporting segment
include:

– Vistaprint Corporate Solutions ("VCS")
– Miscellaneous businesses managed by our VCS team, including
the Cimpress Open initiative which we started in March 2016
and ended in September 2017

– YSD.com, based in China
– Printi.com, based in Brazil, but also expanding to the U.S.
– Vistaprint India
– Vistaprint Japan
– Starting in July 2018, VIDA & Co., a business in which we

recently took a majority ownership position.

In order to limit the disclosure to competitors, and in light of the
relatively small size of each component relative to our overall capital
allocation, we do not provide details of our financial investments in the
sub-components of the All Other Businesses reportable segment.

This category represents the software engineering and related costs to
expand the functionality of our Mass Customization Platform, a
growing set of software services and standards that deliver business
and customer functionality to our businesses. Unlike many of the other
investments in this letter that are presented net of their related returns,
we present the MCP investment as the gross cost because the cash
flow generated by MCP appears in the accounts of our decentralized
businesses.

Note that when viewing the longer-term trend in this investment, many
costs that had been part of this category in fiscal years 2015 and 2016
have been allocated to the Vistaprint business starting in fiscal year
2017.
Includes headcount and operating expense for certain corporate and
administrative functions, compliance, and centrally funded
environmental, corporate social responsibility, and governance
programs. Starting in fiscal year 2018, this also includes expense
related to supplemental performance share units (SPSUs), which
require mark-to-market accounting treatment and are by definition a
long-term investment.

FY2018
Unlevered
Free Cash
Flow Net
Investment
$20M

FY2018
OI/
Adjusted
NOP Net
Impact
$11M

$4M

—

$29M

$36M

$22M

$24M

$5M

$19M

$80M

$90M

Overall Organic Growth

We believe we can make attractive returns on organic growth investments because we perceive a large opportunity
for markets to continue to shift to a mass customization paradigm and to be attractive to us given our strong
experience and differentiated competitive capabilities. In light of this we have made, and we plan to continue to
make, the significant organic growth investments described in this letter. We believe organic revenue growth is an
important indicator of our performance relative to this organically deployed capital. We do not pursue organic
growth for its own sake; growth from investments that return below our cost of capital destroy value.

The graph below illustrates our incremental organic revenue growth across a multi-year time period. A few notes
about the graph:

•

In order to remove the impact of volatility in currency markets, we present each fiscal year 2015 through 2018
using currency exchange rates as of June 30, 2018, which we provide for your reference in the 'Non-GAAP
Reconciliations' section of this letter.

• We also exclude from this graph the growth impact of acquisitions that we have held for less than four full

quarters in each fiscal year presented in the graph.
The graph excludes (for all years) Albumprinter, which we divested in the first quarter of fiscal year 2018.

•

Incremental Organic Revenue (Annual, USD millions)
FY2015 - FY2018 results stated at currency exchange rates from June 30, 2018;
Prior results at reported currency rates

$300
$250
$200
$150
$100
$50
$0
-$50

FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018

Company total

Vistaprint

Upload & Print

National Pen

All Other Businesses

Intersegment Elimination

The graph illustrates that our growth slowed considerably in fiscal years 2013 and 2014. We believe this was a
result of underinvestment during the previous five or so years combined with significant growth "headwinds" as we
moved Vistaprint away from a customer value proposition which was largely characterized by free offers that we
combined with aggressive up-selling and cross-selling. More recently, as the benefits of its repositioning started to
take hold, Vistaprint has begun a slow-but-steady, multi-year return to stronger year-over-year increases of
incremental revenue. In addition, the newer parts of Cimpress, especially our Upload and Print reportable segment,
have contributed materially to our consolidated organic growth in the past several fiscal years.

In fiscal year 2018 our total annual incremental organic constant-currency growth across all segments (excluding
Albumprinter and including inter-segment elimination) was approximately $243 million.3 In terms of percentage
growth rate, Cimpress posted an 11% organic constant-currency growth rate for fiscal year 2018, versus 8% for
fiscal year 2017.4

3 Fiscal year 2018 reported incremental revenue in USD was $457 million, including acquisitions as of their respective
acquisition dates and including Albumprinter until its divestiture in August 2017.
4 Cimpress reported revenue in USD grew 21% in fiscal year 2018 and 19% in fiscal year 2017. Please see reconciliation of non-
GAAP measures at the end of this letter.

In terms of geographic markets, annual organic constant-currency revenue growth in fiscal year 2018 was 11% in
North America and 10% in Europe, versus 9% and 7% respectively in fiscal year 2017. For the total of other
geographies (primarily Brazil, India, Japan, Australia and New Zealand) this metric was 16% in 2018 versus 19% in
2017.5 The charts below illustrate our year-over-year annual organic constant currency growth in Europe and North
America.

Organic Constant-Currency Revenue Growth Rate
Each data point excludes acquisitions in the first year of Cimpress ownership or divestiture in the last year of ownership.

North America

Europe

18% 19%

17%

11%

10%

11%

26%

18%

10%

5%5

3)%3)%%

FY11

FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY11

FY12

FY13

FY14

FY15

FY16

FY17

FY18

In the 'Non-GAAP Reconciliations' section of this letter you will find similar charts in U.S. dollars, inclusive of the
acquisitions and joint ventures as of each transaction's closing date (i.e., reported revenue growth).

Vistaprint Investments

Vistaprint is a great business. Organic growth over the past two decades has led to fiscal year 2018 revenues just
under $1.5 billion, more than 15 times the revenues in the fiscal year just prior to our September 2005 IPO6 and
79% larger than the $817 million of revenues in fiscal year 2011. The unlevered free cash flow from Vistaprint was
approximately $242 million in fiscal year 2018, which compares to $8 million in fiscal year 2006 and $121 million in
fiscal year 2011.7 The UFCF in fiscal year 2018 was net of growth investments that reduced UFCF by a range of
$20 million to $55 million, so steady state free cash flow was higher.

Given that we deploy lots of capital to Vistaprint (about $766 million in the four years from fiscal years 2015 to 2018)
it is not surprising we frequently receive questions about how to think about Vistaprint's investment returns on this
very large amount of capital.

The largest component is what we consider to be "steady state maintenance" capital allocation: it is an integral part
of the unique Vistaprint business model that allows us to serve micro-business owners so well. Maintenance has
accounted for about 60% to 70% of our capital deployment to Vistaprint. We need this level of maintenance
investment because of the dynamics of the Vistaprint micro business focus: the vast majority of customers have two
or fewer employees and more than half have either one employee or their business is a part-time vocation. Many
are “casual” businesses that don't endure beyond a certain period, such as college bands or soccer parent/
coaches, and of the bona fide businesses the failure rate is very high. This in turn means that we need to constantly
"refill the funnel" by bringing in new customers of which only a minority will become long-term repeat customers. We
also need to constantly upgrade our technology and keep things like shipping prices competitive. All just to keep the

5 Fiscal year 2018 revenue growth in USD in North America, Europe and other markets was 21%, 20%, and 35%, respectively.
This includes acquisitions as of their respective acquisition dates.
6 Vistaprint reported revenue in fiscal year 2018 was $1,463 million. Fiscal year 2005 consolidated revenue was $91 million.
7 Vistaprint segment profit, our GAAP profit measure for segment reporting, was $241 million in fiscal year 2018. Consolidated
operating cash flow was $35 million in fiscal year 2006, and $165 million in fiscal year 2011 (periods in which the entire business
was Vistaprint). Please see reconciliation of non-GAAP measures at the end of this letter.

Vistaprint business in steady state. At first blush, this need for large amounts of capital each year may seem to be a
weakness, but we think it is a strength for multiple reasons. First, the ROIC on these investments is predictable and
comfortably above our cost of capital. Second, these high investment requirements serve as an important part of
the moat around the Vistaprint business model. Third, and very importantly, the attractive cash flow Vistaprint
generates is after making these investments.

The remainder of the capital that we allocate to Vistaprint, which was very roughly 30% of what we invested in fiscal
year 2018, is invested to either expand our addressable market (new products, for example) or to create capabilities
that improve our value proposition. This is what we consider the "growth investments" - they are what allow us to
grow Vistaprint beyond its steady state.

The Columbus project is one example of these growth investments. Between fiscal years 2015 and 2017 we
invested nearly $100 million to develop a line of logo apparel, promotional products and corporate gifts. These are
all customized marketing products highly relevant to small business marketing, but the core software, SKU-
proliferation, supply chain and customization technologies are all very different from what we had ever done before.
Today, this is a strongly growing, break-even business that delivered more than $50 million in revenues in fiscal
year 2018. We made plenty of mistakes on this project. For example, we started it as a segregated skunk works in
order to go fast, but we took too long to integrate it into Vistaprint’s core order flow and when we did do so, it proved
very difficult for a whole host of technical and organizational reasons. Columbus is no longer classified as an
investment because it has reached break even, but it currently weighs down the returns within Vistaprint, because
year over year, there is meaningful incremental revenue with little incremental profit. In order for Columbus to create
value, we need to grow this into a $150 million to $250 million, significantly cash-flow positive business over the
coming five years. We are trying to do just that, and think we can do so, but it is too early to say for sure if we will
succeed.

We have made a lot of other growth investments in Vistaprint over the past seven years, other than the Columbus
project. In total, these were hundreds of millions of dollars, consisting of both the development of new capabilities
and the cash flows we chose to forego by turning away from past marketing practices that were cash generative but
not customer centric. Because of the unknowable nature of the question, "what would have occurred if we didn’t
change?" it is not feasible to precisely calculate how much we have invested in these improvements, much less the
returns. Estimating the mutually exclusive returns for individual investments of this type within Vistaprint is
challenging as well because we often make simultaneous investments, each designed to in some way improve
customer satisfaction, conversion rates, customer loyalty, share of wallet, or other drivers of value.

So we instead look to the big picture, asking ourselves about key metrics such as net promoter score or repeat
customer value. We have said many times that it took us more money and more time to achieve the results we
wanted, but that we are making solid progress and our foundation is stronger than ever. Many key metrics are
trending the right way over long periods of time. Trynka Shineman, Vistaprint's CEO, will speak in more detail about
this at our investor day, but in summary we continue to see progress in terms of customer loyalty and higher-value
customer cohorts. Thanks to these investments, we believe that Vistaprint is positioned for a healthy future of
continued growth, customer satisfaction, and strong cash flow generation. We are happy to have made these
substantial investments and expect to continue to do so.

Central Investments

Mass Customization Platform: From 2015 until 2018 we invested about $87 million in reduced unlevered free cash
flow to build the MCP. As we have discussed extensively in the past, about 18 months ago we radically narrowed
the focus of the MCP to consist only of a collection of standards and multi-tenant software micro services. Functions
that had previously been in the MCP organization were either moved to Vistaprint or ceased to operate. The
"breaking up of the software monolith" work we did early on, prior to this narrowing of the MCP focus, remains a
foundation of our ability to deliver value through the MCP today.

Fiscal year 2018 was an important year both organizationally and financially in terms of demonstrating business
value via the MCP. For the portion of the MCP that we report quarterly as part of our central operating costs, we are
comfortable that we are generating cash savings versus what we would spend if we decentralized these activities,
and also that we are providing more robust and scalable capabilities than many of our businesses would achieve on
their own. We are also confident that the MCP capabilities that we engineered and deployed in fiscal year 2018,
and those which we expect to develop in fiscal year 2019, are yielding increases to our unlevered free cash flow by

an an amount that exceeds 20% of the cost of developing those services and which we expect to grow in the future.
Although it is not certain, we also believe that as the benefits of the MCP grow over time, in the future we should be
able to report that the entire investment we have made in the MCP (i.e., the $87 million dollars to date, plus all
future investments) would have created value that comfortably exceeds our hurdle rates.

Other Centrally Managed Investments
: Prior to our decentralization, we had fairly large central teams that worked
on a broad spectrum of activities ranging from strategy, human resources, accounting and corporate development
to centrally led research and development for equipment technologies. Most of these activities were eliminated,
substantially reduced, and/or moved to Vistaprint. Measuring our precise losses or returns on these past
investments is difficult; however, the fact that we have so severely reduced the investment over the past 18 months
clearly communicates that we now believe that the now-ended investments were value destructive. In making these
reductions, we were very intentional about the areas we should continue to invest in. I am comfortable that we have
focused this investment to either activities that add the most value to Cimpress in terms of shared strategic
capabilities (specifically our shared talent infrastructure in India and our central procurement team), or are activities
which must be done centrally. It is also clear that the additional unlevered free cash flow from the reductions we
have made in this area have a meaningful positive impact on our overall returns.

y
Acquisitions & Early-Stage Investments

Acquisitions of Established Businesses

In our view, acquisitions and equity investments are risky investments that, if successful, can produce attractive
returns on large amounts of capital and/or fortify the competitive position of our existing businesses. We also
believe that transactions in which we acquire less than 100% of a business can be attractive under the right
circumstances since such structures may help us to align, motivate and retain co-owners and/or partners who are
important to driving strong performance for Cimpress. For most acquisitions or equity investments of established,
profitable businesses, at the time we make that investment we typically apply a 15% hurdle rate.

We may also divest and/or sell all or a portion of the equity of a given business when we believe we could deploy
our capital more productively elsewhere, or when we believe that doing so will bring important benefits in terms of
our relationship with third parties who are important to the success of that business.

Below are our current views on all acquisitions of established businesses that we have made in the past seven
years, organized into the categories of successes, neutral results, and failures.

Success

We include here acquisitions that we feel confident will generate returns that meet or exceed our hurdle rates. We
typically base our return estimates on (i) the unlevered free cash flow we have generated since the investment plus
(ii) the present value of UFCF we expect over the long term, discounted at our cost of capital.

•

National Pen: $211 million, inclusive of costs of transfer of intellectual property, in fiscal year 2017
The unlevered free cash flow from National Pen was approximately $24 million in fiscal year 2018, an
unlevered free cash flow yield of more than 11% of consideration paid.8 This was after organic investments
that reduced UFCF by $4 million, only about half of which we estimate is required for maintaining steady
state free cash flow, and does not include synergies that we achieved in other Cimpress businesses
because of National Pen. As noted above, we expect National Pen to deliver annual constant-currency
revenue growth in the low double digits for the foreseeable future. We also believe that National Pen
should, over the coming several years, reach and then grow beyond the point where it is generating annual
steady-state free cash flow that comfortably exceeds 15% of the consideration we paid for this business.

p p

Upload and Print: €472 million between fiscal years 2014 and 2018
This reportable segment consists of seven different businesses into which we have made equity
investments, plus relatively minor equity investments in suppliers to our Upload and Print businesses. The
total investment includes payments and equity sales completed to date. During fiscal year 2018, we paid

8 National Pen Segment Profit, our GAAP profit measure for segment reporting, was $22 million in fiscal year 2018.

incremental consideration in the amount of €42 million related to earn outs and founder incentive programs.
Also during fiscal year 2018, in order to solidify and align incentives with an (undisclosed) third party, we
sold approximately 12% of the outstanding shares of our WIRmachenDRUCK subsidiary for a total of €30
million.

Upload and Print generated approximately €56 million in unlevered free cash flow in fiscal year 2018 (net of
reductions to reflect partial equity ownership of certain businesses in the group, some of which occurred
during fiscal year 2018), a yield of approximately 12% of the €472 million of consideration we have paid to
date.9 This was after organic investment that reduced UFCF by approximately €17 million in fiscal year
2018, of which only a minority was required for maintaining steady state free cash flow, so we estimate
fiscal year 2018 steady state UFCF returns for our Upload and Print businesses to be, very approximately,
around 14% of the consideration paid. We also feel confident that the revenues and steady state free cash
flow of this segment will grow at attractive rates for the foreseeable future.

Neutral Results

( q
y

a total of €70
Albumprinter and FotoKnudsen (acquired in fiscal years 2012 and 2015, respectively, forff
)
million; sold for €78 million in fiscal year 2018, net of transaction costs and cash divested)
The IRR between our October 2011 purchase and our August 2017 divestiture, net of the purchase of
FotoKnudsen and the after-tax cash dividends, was slightly above our WACC if measured in Euros and
slightly below our WACC if measured in U.S. dollars. As a result, we did not create any intrinsic value over
the course of our ownership. That being said, Cimpress benefited from our investment in Albumprinter in
multiple ways that are not accounted for in our ROIC: two of today's Cimpress executives came from
Albumprinter, and Albumprinter strengthened the selection of our photo products for Vistaprint's European
operations that continue to rely on Albumprinter as a significant supplier.

•

Failure

• Webs: $141 million, inclusive of costs of transfer of intellectual property, in fiscal year 2012

p p

The technology and team that we acquired via Webs remains central to and comprises the majority of the
technology that drives our Vistaprint Digital product line. This is a highly cash flow generative revenue
stream that generated approximately $55 million in revenues in fiscal year 2018. However, from the
perspective of capital allocation and with the benefit of years of hindsight, we believe that the acquisition of
Webs was a poor financial investment and use of capital in that we overpaid relative to the ROIC of the
incremental per-share cash flows that Webs generated in comparison to alternative uses of that capital.

Early-Stage Investments

For investments in nascent businesses, we typically use a 25% ROIC hurdle to reflect the materially higher risk
typically associated with that allocation of our capital.

Potentially, we could create great value by entering markets that are several steps away from our current
businesses and by then building great customer franchises and fast-growing, profitable businesses in these
markets. In the very ancient history of our company we achieved exactly such a feat. Back in 1998, Cimpress was
just "Bonne Impression", a small (roughly $3 million in revenue), break even, low-growth, direct-mail-catalog-based
supplier of desktop publishing supplies for small businesses in Europe. We aspired to take our knowledge of that
market and move into online printing, still serving the same customer for self-service graphic design and short-run
printing, but in a very different way than our existing business. To do so we raised significant venture capital money
and over the 1998 to 2003 period launched Vistaprint. We had plenty of failures, setbacks, re-launches, pivots and
urgent needs for more financing, but by 2003 Vistaprint was profitable, fast growing, and on its way to becoming an
incredible business.

Now, as much as we would love it, we don't expect to organically create another Vistaprint. To expect to do so
would require ignoring the reality that, besides hard work, a huge factor in our success came from the good luck of

9 Upload and Print Segment Profit, our GAAP measure for segment reporting, was $79 million USD in fiscal year 2018. This
includes 100% of the results of Exagroup and WIRmachenDRUCK.

being in the right place at the right time. But we do believe that it might be possible for us to build a portfolio of fast-
growth, profitable businesses that, a decade into the future, contribute a significant portion of Cimpress' overall
growth and which, at the portfolio level, net of inevitable failures, would have generated attractive ROIC on a
magnitude that could "move the needle" of value creation at the Cimpress-wide level. At the highest level, that
aspiration is why we invest in early stage investments.

Sadly, our history to date is far less glorious than our aspiration. Over the past seven years (via equity investment,
organic investment, or a combination of the two) we have allocated large amounts of capital to build businesses that
that we have now shuttered. Examples include Namex, Tasteful Menus, Cimpress Open, and significant-sized
supporting central teams that were managing these businesses. Not all our efforts have failed: today our All Other
Businesses reportable segment consists of our stand-alone early-stage investments that remain active today. As I
will discuss below, we have some great, promising businesses.

But if we are to improve our performance in the future, we need to start by being honest about that fact that despite
some successes, at the portfolio level our early-stage investments to date have destroyed significant value. The
numbers are not pretty: since fiscal year 2012 we have allocated $55 million to equity ownership positions of early-
stage investments and we have incurred an additional $163 million of consolidated operating losses. When we lay
out approximate values of the cash we invested (be it via equity or operations) since fiscal year 2011 and adjust
downward for portions of the businesses we don't own, the value of our all other business portfolio would need to be
approximately $350 million to $400 million if we were to have generated 15% or better return on those investments.
Unfortunately, as of today, its value is far less.

a total loss in fiscal year 2014. But even the businesses in which today we see value have taken longer, and

Some of our investments were clear failures, such as the $18 million investment in Namex in China that we wrote
off fff orff
more money, than we expected to get to their current state. Other investments have been great successes: we
purchased Softsight, a small technology firm with no material revenues, for $6 million in fiscal year 2010 and used
their software and knowhow to enter the market for embroidered products, a business that today is large, profitable
and growing. We are also very happy with our investment in Printi, in which we have invested $19 million.

Over the years, we have learned some hard lessons about early-stage investments. Many of the lessons could be
categorized as variants on "don't try to be a startup when you are structured and staffed like an established
business". We centralized our decision making, we paid team members attractive salaries rather than compensating
them with equity (or equity-like instruments) in the startup, we had fancy offices and facilities, we applied rules
about "how we do things" that are reflective of big-company thinking rather than entrepreneurial vigor, we required
the fledgling businesses to use company-wide resources (HR, finance, legal, manufacturing, engineering,
marketing, etc.) even though those resources were expensive, inflexible and far removed from the reality of the new
markets we were trying to serve, and we built for scalability before we had figured out core elements of the fledgling
business models. Today, we have generally corrected these errors and are running these businesses in a manner
that is largely entrepreneurial and autonomous. Our early-stage leaders tell us that they value things like Cimpress'
talent infrastructure in India, the MCP, oP ur peer-to-peer knowledge sharing and our procurement synergies, and
they get to leverage these shared strategic capabilities if they want to. But we don't force such choices on them,
and we act instead as a supplier of perpetual capital partnering as owners, and increasingly often as co-owners,
with these leadership teams.

Below is a list of the businesses that constitute our All Other Businesses segment, including a new investment that
we made at the beginning of fiscal year 2019:

•

Printi:
This business, the leading upload and print business in Brazil, is also investing in nascent operations in the
U.S., continues to develop strongly. During fiscal year 2018, we acquired an additional 3.7% ownership
position in the business, bringing our ownership to approximately 53.7%. Cimpress and the remaining
equity holders in Printi have put-call arrangements for Cimpress to acquire the remaining equity in the
business between calendar years 2021 and 2023.

Vistaprint Japan
We are pleased with the progress of this business and its trajectory toward becoming a growing and
profitable business. Note that this investment does not include the National Pen business in Japan. Also
please note that, in late fiscal year 2018, we focused this team solely on Vistaprint, which has a clearly

•

differentiated position relative to competitors who tend to focus on upload and print, not the self-service,
micro-business customer which Vistaprint Japan serves.

Vistaprint India
This is a rapidly growing business that is on a relatively near-term path toward positive cash flow
generation.

Vistaprint Corporate Solutions
p
This is a rapidly growing business that serves mid- and large-businesses under the Vistaprint brand name,
but with a significantly different user experience and service offering so as to meet the needs of larger
customers.

VIDA & Co.:
We invested $29 million on July 2, 2018 via a combination of the buyout of early-stage investors and the
issuance of new equity. Cimpress is now the majority owner via preferred shares; the remainder of equity
consists of management-owned common shares and a stock option pool. With this investment we are
investing into trends we see in the market to bring mass customization (i.e., to generate an infinite variety of
goods and services uniquely tailored to customers) to retail-grade products. VIDA is a rapidly growing
startup that brings manufacturing access and an e-commerce marketplace to artists, thereby enabling
artists to convert ideas into beautiful, original products for customers, ranging from custom fashion, jewelry
and accessories to home accent pieces. VIDA algorithmically pairs trending professional artwork from a
curated collection of over 125,000 artists with fashion-driven products from a variety of manufacturers and
brand partnerships.

yy
One of our Frameworks for Thinking About Acquisitions & EarlyEE

-Stage Investments

I often get questions from shareholders about what types of acquisitions and equity investments we are interested
in making given that there are many different types of acquisition and equity investment opportunities.

First, we only want to invest in businesses where mass customization enables the delivery of superior customer
value versus traditional business models, and where we believe that the select few shared strategic capabilities
which Cimpress manages centrally can enable those businesses to drive incremental customer and long-term
shareholder value.

Second, in the discussion below I describe one of the mental models that we have started to use to think about
where, and how much, we might invest in acquisitions and equity investments. This is not a comprehensive
framework and, very importantly, it is not the only way in which we evaluate different options, but we have recently
found this helpful to our discussions and debates regarding different opportunities.

•

The horizontal axis on the chart represents the degree to which a given market has converted to the mass
customization paradigm. To the left, incumbents with traditional business models dominate. To the right,
businesses that produce goods and services to meet individual customer needs with near mass production
efficiency (i.e., businesses who mass customize) have captured material portions of the market.

The vertical axis represents the degree to which market leaders have a strong relative market share. At the
bottom, there are many competitors who can compete effectively and no large players. At the top there are
a relatively few larger firms (even if huge numbers of smaller competitors remain who may control large
portions of a market).

In the upper right, we differentiate between those areas where Cimpress has strong relative market share
(i.e., the grey circle labeled "Scale") and those markets where we do not (the blue circle labeled "Be
Patient").

Mass Customization Universe as an M&A Map

There are two areas of the above schematic in which we have historically invested the vast majority of the capital
we deployed to M&A. Looking to the future, much or most of the capital we put into M&A would likely also fall into
one or both of these categories.

•

"Scale"
We face extensive competition from many traditional competitors and nimble new entrants for short-run
quantities of small-format printing (e.g., brochures, flyers, business cards, postcards) and Cimpress' market
share for such products remains in the single digits, but it is nonetheless fair to say that we have strong
relative market share for short-run small-format printing. Despite that strength, we believe we can be much
better at serving the needs of customers if we gain further scale. With that in mind, we have invested €472
million between fiscal years 2014 and 2018 for our Upload and Print businesses to grow our position in
Europe beyond Vistaprint. In doing so, we learned a lot about how mass customization processes could
apply to much deeper and broader product lines of small format print than we offered prior to these
acquisitions, and we are happy with these investments in terms of their financial returns.

"Consolidate"
In the middle of the graphic are markets that are on the way to moving to a world in which mass
customization takes market share from traditional competitors, but in which Cimpress is not a clear leader.
Before acquiring here we might already have organically built a growing base of revenues in these areas
which would have taught us about customer needs, market dynamics and the competitors we most respect.
Our largest single acquisition to date, National Pen for $211 million, represents this type of investment: it
followed our organic entry into promotional products with our "Columbus" project.

Back in 2011 we didn't use the framework being discussed here and mass customization, although an
important internal engineering discipline for us, was not our strategic focus. That being said, our
acquisitions of Albumprinter and Webs would have fit into the "Consolidate" section of the chart. In the
decade prior to 2011 we had built Vistaprint's success in part by acquiring customers with offers for free
products, followed by up-selling and cross-selling. We had (and still have) a profitable and growing
business in photo merchandise, such as mugs, t-shirts, holiday cards and calendars. Via the acquisition of
Albumprinter, we sought to augment our presence in the photo merchandise market. Likewise, our free-plus
up-sell/cross-sell approach allowed us to sell, typically in the checkout process following their design of a
business card, basic websites for price-sensitive micro-businesses. In the same market for free-offer-driven
micro-business websites, Webs had built an 8 million strong customer database. We acquired Webs with
visions of driving scale, and thus customer value: offering both digital and physical small "business identity"
products and marketing materials in combination via free offers. In retrospect, we should have taken
another path for both Albumprinter and Webs, and those acquisitions educated us in multiple ways about
the challenges of turning M&A into value creation.

Turning to another part of the chart, just as we invest organically to build up future growth opportunities, we also do
so via equity investments in early-stage businesses that began independent of Cimpress. These fall into the lower
left of the framework.

•

"Seed Revolution"
These are start ups seeking to disrupt markets in which mass customization remains in its early stages and
no clear mass-customization-based leaders have developed. These businesses tend to be led by founders
and management teams who are nimble, fast, frugal and close to the customer, so a side benefit of our
investments here is that they inject entrepreneurial energy and perspectives into the veins of Cimpress'
culture. They are characterized by a much higher level of risk, which is counter-balanced by the potential for
significant returns if and when they grow into strong, established leaders. We think of the totality of our
investments in the "Seed Revolution" category, including negative cash flows we incur via our income
statement, as a long-term portfolio that should be evaluated as such, balancing out the winners and the
losers. Although it is small in the context of our overall capital allocation we deploy a substantial amount of
capital here. As noted above, to date we have destroyed value here but we hope and expect to improve.

There are two other boxes on the chart, both on the right hand side. These are markets where mass customization
business models already dominate significant portions of the market. We believe that once established competitors
emerge in a given segment of the mass customization market it is costly to overtake them.

•

"Be Patient"
The leaders in these and other markets are often very impressive businesses and, at the right price (i.e., a
material discount to the post-synergy intrinsic value) we might want to deploy capital here. We have
considered investing in markets such as this, but have never done so because we never felt that we could
do so at a material discount to the post-synergy value of these businesses.

"Avoid"
Mass customization is penetrating some markets, such as one-off tff
-shirts and mugs with crowd-sourced
content, and customers love these products. However, from a strategic perspective, competition remains
fragmented and no one has strong relative market share. Although we can't say that Cimpress would never
invest here, we would only do so if we were comfortable that we were doing so at a fire sale price in which
we were confident of our returns.

Share Repurchases & Issuances

Share repurchases have clearly been a large, and one of our best, categories of capital allocation. Over the past
ten years we allocated $817 million of capital to repurchase 20.3 million shares at an average price per share of
$40.18 inclusive of commissions. That ten-year total includes, for fiscal year 2018, $94.7 million of capital with
which we repurchased 0.9 million shares at an average share price of $105.78 inclusive of commissions. When we
compare how much we paid for these shares to our estimate of today's intrinsic value per share, we are very
comfortable that the annualized returns on the capital we deployed to share repurchases have been excellent.

We also issue shares. Other than our IPO, our primary purpose for this has been share-based compensation
("SBC"). In 2016, our shareholders overwhelmingly approved an SBC vehicle that would provide substantial
rewards to our senior team members if and when Cimpress succeeds in growing what we believe to be an
independent proxy of the multi-year trend of changes to our IVPS: the compounded annual rate of growth of our
three-year moving average share price over forward-rolling six to ten-year periods. We provide more details about
our long-term incentive program in a PDF titled "Cimpress LTI Overview" which you can download from the
"Featured Documents" section of our investor relations website.

We have repurchased and issued, and may also in the future repurchase or issue, shares to cover obligations
under our equity compensation plans, for acquisitions or similar transactions, and for other purposes. For example,
for acquisition-related earn-outs and other purchase obligations like deferred payments for non-controlling interests,
we often structure the obligation to be payable in cash or shares at Cimpress' option.

When we issue shares, we are willing to do so at prices that are at or below our estimate of our intrinsic value per
share if we believe the return for the investment of the capital from the equity issuance will be higher than any loss
of value we expect to incur from issuing shares below their intrinsic value.

Our choice to repurchase or issue shares is guided by the above principles and by a variety of other debt covenant
and legal requirements. Because of the complexity of these criteria, periods in which we issue or buy back shares,
or in which we do not do so, should not necessarily be considered as an indication of our views on our intrinsic
value per share relative to the share price.

Debt Issuance & Repayment

p y

We view debt as an important source of capital that, when maintained at manageable levels, helps us maximize our
intrinsic value per share. We believe that the calculated entrepreneurial risk-taking inherent in our capital allocation
is fully compatible with our commitment to maintain reasonable levels of debt because each individual investment
we make is small relative to our overall financial performance.

Given our fluctuating needs for capital we often choose to deploy capital to the reduction of debt. For instance,
between June 30, 2017 and June 30, 2018 we reduced our net debt, excluding debt issuance costs, by $62 million.

We greatly value our debt investors and believe that Cimpress represents a compelling issuer of bonds and a
strong customer for financial institutions. In June 2018, we issued $400 million of senior unsecured 8-year notes for
which we pay 7.0% interest and redeemed our $275 million of previously issued senior notes which matured in
2022. At the same time, we extended and increased our senior secured credit facility that includes an $839 million
revolver and $289 million Term Loan A, both of which bear interest at a rate of LIBOR plus 1.375% to 2.0%
depending on our leverage (a reduction in pricing compared to the prior credit agreement).

Our covenant for our total leverage ratio (which is debt to trailing twelve month EBITDA) increased with the credit
facility amendment from 4.5 with a one-year temporary step up to 4.75 for material M&A activity to 4.75 and 5.0,
respectively. As of June 30, 2018 we had $826.8 million of outstanding debt on our balance sheet, net of issuance
costs. Based on our debt covenant definitions, our total leverage ratio was 2.75 as of that date, and our senior
secured leverage ratio (which is senior secured debt to trailing twelve month EBITDA) was 1.47.

In the past we intended to maintain leverage typically at or below approximately three times trailing twelve month
EBITDA as defined by our debt covenants, albeit with possible temporary step-ups beyond three times in order to
pursue what we believed to be strongly value-creating acquisitions or other investments. We took an opportunity to
make a temporary step-up in fiscal year 2017 to repurchase shares, acquire National Pen, and invest significantly in

organic opportunities. We subsequently deleveraged back to below 3 times by the end of calendar year 2017
consistent with our communicated plans. We were pleased to demonstrate to ourselves and to our creditors that we
could use leverage for value-creating opportunities and then reduce debt in line with our stated goals.

We no longer have a specified leverage target. We value "keeping dry powder" for potential future opportunities that
are currently unforeseen or unavailable, and of course we expect to operate within the boundaries of our debt
covenants, but we also value having flexibility to allocate capital to investments with attractive anticipated returns
when the opportunity is appropriate. Our business is stronger and more diversified than when we put the now-
obsolete leverage target in place, we have control of our discretionary spend which can be ramped up and down if
needed, and we have demonstrated resiliency through recessions. For those reasons we are comfortable in having
evolved this financial policy.

We have received questions about this policy evolution such as What leverage ratio makes us uncomfortable? How
long are we willing to stay at debt levels that approach our covenants? The answer to these and similar questions is
that we are willing to take leverage up for attractive opportunities to any number that doesn't put us at risk of
breaching our quarterly maintenance covenants on our debt, and we would either sustain or pay down debt based
on the other capital allocation opportunities that arise. Importantly, over 40% of our equity is held by long-term
shareholders who are members of our supervisory and management boards and clearly incentivized not to take
undue risk with leverage.

p
Net Debt per Share

As noted near the beginning of this letter, we define IVPS as (a) the unlevered free cash flow per diluted share that,
in our best judgment, will occur between now and the long-term future, appropriately discounted to reflect our cost
of capital, minus (b) net debt per diluted share. The following table provides our calculation of part (b).

Net Debt Per Share (USD Millions Except Per Share Data)

FY2015
(June 30, 2015)

FY2016
(June 30, 2016)

FY2017
(June 30, 2017)

FY2018
(June 30, 2018)

Total debt, excluding debt issuance costs

Cash and equivalents

Net debt, excluding debt issuance costs

Adjustment for proceeds from sale of
Albumprinter*

Pro-forma net debt

Weighted average diluted shares outstanding**

Pro-forma net debt per share

$523

$104

$419

33.8

$12.40

$686

$77

$609

33.0

$18.45

$883

$26

$857

$(107)

$750

32.6

$23.01

$839

$44

$795

32.2

$24.69

* USD estimate made using July 25, 2017 USD/Euro spot rate of 1.1655. This adjustment was made prior to the sale date and
the calculation has not been updated to show the proceeds in fiscal year 2018, when the sale was actually completed.
** Weighted average shares outstanding for fiscal year 2017 represent the number of shares we would have reported on the
face of our income statement had we been in a profit position for fiscal year 2017 instead of a loss position. The 'basic' weighted
shares outstanding reported on our income statement was 31.3 million for fiscal year 2017.

Outlook

Fiscal Year 2019 Organic Investment Plans

On an unlevered free cash flow (albeit pre-tax, pre-working capital) basis, we expect the total of organic investment
will increase by $32 million from fiscal year 2018 to fiscal year 2019, whereas we expect the operating income and
adjusted NOP impact of these organic investments to decrease by $19 million. The largest difference between
these two perspectives is due to our planned capital expenditures for a large greenfield Vistaprint plant that we are
building near Dallas, Texas and, to a lesser degree, capital investment in our Upload and Print businesses. Those
capital expenditures will impact our fiscal year 2019 cash flow but will not influence our operating income or
adjusted NOP in fiscal year 2019 due to expected timing of putting the capacity in service. The data below factors in
our best estimate of the portion of the capital expenditures for the Vistaprint plant that will be purchased versus
leased, which is subject to change.

Approximately $10 million of the decrease in our organic investments from fiscal year 2017 to fiscal year 2018 is
driven by restructuring savings where the changes either reduced the scope of the investments or made it more
efficient to deliver such investments. We have not included in the table below any restructuring charges from our
company-wide fiscal year 2017 reorganization or our subsequent fiscal year 2018 Vistaprint restructuring.

UNLEVERED FREE CASH FLOW - ESTIMATED NET11 IMPACT
$ in millions

VISTAPRINT

Investment Area

Columbus12
Selection (new products and attributes)

LTV-based advertising and marketing infrastructure

Technology
Shipping price reductions13
Expansion of production & IT capacity

Other
VISTAPRINT TOTAL

OTHER ORGANIC INVESTMENTS

Investment Area

Upload and Prrint

National Pen
All Other Businnesses

Mass Customization Platform ("MCP")
Other Centrallyy Managed Investments

TOTAL OTHER THAN VISTAPRINT

FY15

FY16

FY17

FY18

FY19 Est.

—

20
$200

39
$203

27
$205

—

Included below Included below

15
$158

N/A

25
$175

FY15

FY16

FY17

FY18

FY19 Est.

N/A
26

14
9

$55

N/A
42

27
7

$87

N/A
46

24
17

4
29

22
5

10
20

25
5

$112

$80

$95

CIMPRESS TOTAL

$255

$290

$317

$238

$270

11 Note that the estimates presented regarding our investments in MCP are gross investments, prior to benefits we realize in
year, i.e., not net investments like the other lines in these tables.
12 "Columbus" was the name of a project to build our business in promotional products and logo apparel. Investments shown in
fiscal years 2015 through 2017 were for engineering, advertising, management teams and other costs associated with this
launch. Investments in this project for fiscal year 2018 and beyond have ceased to be a net investment, and therefore are no
longer included in the total.
13 Starting in fiscal year 2019, we are no longer classifying shipping price reductions as an investment in this letter. See more
detail in the table on page 9 of this letter.

OPERATING INCOME & ADJUSTED NOP - ESTIMATED NET IMPACT
$ in millions

VISTAPRINT

Investment Area

Columbus
Selection (new products and attributes)

LTV-based advertising and marketing infrastructure

Technology

Shipping price reductions

Expansion of production & IT capacity

Other
VISTAPRINT TOTAL

OTHER ORGANIC INVESTMENTS

Investment Area

Upload and Prrint

National Pen
All Other Businnesses

Mass Customization Platform ("MCP")
Other Centrallyy Managed Investments

TOTAL OTHER THAN VISTAPRINT

FY15

FY16

FY17

FY18

FY19 Est.

25
—

—

35
4

26
19

24
$160

31
$168

23
$191

—

Included below Included below

—

16
$154

N/A

—

25
$150

FY15

FY16

FY17

FY18

FY19 Est.

N/A
22

15
14

$57

N/A
34

24
11

$80

N/A
41

25
18

—
36

24
19

5
20

30
15

$102

$90

$75

CIMPRESS TOTAL

$217

$248

$293

$244

$225

Revenue Outlook

Subject to the important caveat that we are not targeting any specific revenue growth rates for any particular quarter
or year, the following bullet points provide fiscal year 2018 organic constant-currency growth by reporting segment
and our current view regarding our near- to mid-term expectations for this metric. We expect that both reporting
segment and consolidated growth rates will fluctuate from quarter-to-quarter or year-to-year as they have done
historically.

• Our Vistaprint business grew by 9% for fiscal year 2018 on an organic constant-currency basis, unchanged

from the prior fiscal year.14 Organic constant-currency revenue growth has been between 9% and 10% for
the last four fiscal years. We believe Vistaprint's revenue growth will continue at approximately this pace for
the foreseeable future. We've reduced this from our past commentary that this business has the eventual
ability to grow at low-double-digit rates because we want the leaders of Vistaprint to focus on returns on
invested capital for which revenue growth is an important, but not the only, driver.

•

For our Upload and Print segment, organic constant-currency revenue growth was 13% in fiscal years 2018
and 2017 15. We continue to expect this segment's growth to moderate over time but we expect low-double-
digit growth for these businesses for the foreseeable future. We do not provide commentary on revenue
performance of the individual businesses that constitute this reporting segment.

14 Vistaprint reported growth in USD was 12% in fiscal year 2018 and 7% in fiscal year 2017.
15 Upload and Print reported growth in USD was 24% in fiscal year 2018 and 36% in fiscal year 2017, inclusive of all acquisitions
as of their transaction dates. Please see reconciliation of non-GAAP measures at the end of this letter.

• We acquired National Pen on December 30, 2016. On a pro forma basis as if we had owned National Pen
for all of fiscal year 2017, constant-currency revenue growth adjusted for discontinued operations 16 would
have been 20% for fiscal year 2018, compared to 2% for fiscal year 2017. Revenue was depressed in the
first few quarters of ownership due to National Pen's reorganization of its marketing team and its
curtailment of marketing expenditures which were not generating attractive return on investment, so please
recognize that the fiscal year 2018 growth rates are off of r
elatively easy comparisons versus the year-ago
ff
period.

We expect National Pen annual constant-currency organic growth to moderate as we pass the anniversary
of the changes after September 2018, and to be in the low double digits for the foreseeable future. Given
the seasonality of National Pen's revenue as well as growth patterns in fiscal year 2018, we expect volatility
in quarterly revenue growth relative to the expected annual growth rate in fiscal year 2019.

• On a reported basis, the growth rate for the All Other Businesses segment was suppressed in fiscal year

2018 due to the divestiture of the largest business in this segment, Albumprinter, in August 2018. Excluding
Albumprinter, this segment grew 40%17 in organic constant currency in fiscal year 2018 and we continue to
expect double-digit organic constant-currency growth for the foreseeable future.

Steady State Free Cash Flow

Please note that SSFCF is an output, not an input, to our capital allocation decision making. In other words, we use
SSFCF to evaluate the intrinsic value of Cimpress and as a performance metric that measures the impact of our
past allocations of capital, but we do not use SSFCF to allocate capital. As discussed above, we allocate capital
based on our estimates of the present value of any given potential investment, discounted by our hurdle rates and
selected within the context of alternative uses of that capital. For example, we do not protect or favor the
maintenance of SSFCF in our existing businesses as part of our capital allocation processes. As with all capital
allocation choices, we would make such investments only if we believe that they will both meet or exceed relevant
hurdle rates and will be the best choice relative to alternative uses of that capital. We would rather accept that such
a portion of our business is mature and declining and use the cash flows that are generated from it to invest
elsewhere. The fact that we currently invest large amounts of capital into the maintenance of steady state reflects
our belief in the strong returns available to us in our current business.

The table below illustrates our calculation of the high and low ends of our approximate estimate of our likely range
of SSFCF for fiscal year 2018.

16 National Pen reported growth in USD was 196% in fiscal year 2018 due to partial-year ownership in 2017. National Pen pro
forma revenue growth in USD and including the discontinued operations would have been 23%.
17 All Other Businesses reported revenue declined 32% in fiscal year 2018 due to the divestiture of Albumprinter during the first
quarter. Please see reconciliation of non-GAAP measures at the end of this letter.

SSFCF Estimate (Million USD) - Most numbers in this table are only approximate

Free cash flow

Add back cash interest expense*

Unlevered free cash flow

Adjustment for pro forma UFCF of non-controlling interests

Adjustment for pro forma UFCF of non-steady state working capital change
Adjustment for pro forma impact of FY 2018 restructuring activity (primarily Vistaprint)

Approximate pro-forma unlevered free cash flow normalized for the above items

Add back organic investments

Pro-forma unlevered free cash flow prior to organic investments

Subtract low estimate of investment needed to maintain steady state

High estimate of steady state free cash flow

Subtract the increment between the low and high estimates of investment needed to maintain steady
state

Low estimate of steady state free cash flow

FY18

$139

$49

$189

($8)

$—
$31

$212

$238

$450

($110)

$340

($40)

$300

* Excludes cash interest for Waltham, Massachusetts facility lease because we view this as an operating cost, not a cost of borrowing capital

Past and Current Approximate Estimates of our
Likely Range of Steady State Free Cash Flow (USD Millions) and Share Count (Millions)*

FY2015

FY2016

FY2017

FY2018

When we made this estimate

July 2015

July 2016

July 2017

July 2018

High estimate of SSFCF

Low estimate of SSFCF

Weighted average diluted shares
outstanding

$385

$210

33.8

$351

$271

33.0

$340

$290

32.6

$340

$300

32.2

* High and low estimates of SSFCF are only approximate. Weighted average shares outstanding for fiscal year 2017 represent the number of
shares we would have reported on the face of our income statement had we been in a profit position for fiscal year 2017 instead of a loss
position. The 'basic' weighted shares outstanding reported on our income statement was 31.3 million for fiscal year 2017.

Past and Current Approximate Estimates of our Likely Range of Steady State Free Cash Flow
(USD Millions)

$385

$210

$351

$271

$340

$290

$340

$300

FY2015

FY2016

FY2017

FY2018

This is the fourth year in which we have calculated an approximate estimate of our likely range of steady state free
cash flow. We believe that each year we have improved our understanding of, and confidence in, estimates of our
investments necessary for maintaining steady state. We expect to continue to improve this analysis over time.

Please recognize that changes to our business (or changes to our understanding of our business) from one year to
the next drive corresponding changes to our approximate estimates of our likely range of steady state free cash
flow. For example, our fiscal year 2018 calculation of SSFCF takes into account our November 2017 Vistaprint
restructuring that eliminated significant ongoing costs. The estimate we have made for fiscal year 2018 also
removes, for the first time, the unlevered free cash flow from non-controlling interests to adjust for the portion we
don't currently own.

At the time we published prior annual letters like this, we noted different adjustments for each fiscal year relative to
the prior year. All of these corrections would lower our prior estimates of our likely ranges of SSFCF or, at a
minimum, lower the upper end of the these estimated ranges. One could easily argue that these adjustments
should also be reflected in revised estimates of SSFCF for prior fiscal years; however we do not recast prior SSFCF
estimates because we don't believe that the effort of doing so would increase the value of Cimpress. Instead, we
seek to be transparent, explicit and approximate: transparent about where these changes to our estimates occur;
explicit about the lack of precision inherent in any calculation of SSFCF; and approximate by providing only range
estimates, not specific, SSFCF estimates.

There are still other things that we have to date not sought to adjust for, such as cash taxes, which fluctuate based
on a variety of factors. Of course there are tax implications of the investments we are making but often these tax
attributes are deeply linked with the operational and corporate structures required to generate our steady state free
cash flow. For example, our cash taxes decreased by $17 million in fiscal 2018, a portion of which is non-steady
state but none of which is reflected in the steady state calculations that we present here because exactly how much
is difficult to estimate. A portion of that decrease is also from the cash taxes for the National Pen tax restructuring in
fiscal year 2017 that we adjusted for last year.

For these reasons, we do not yet believe that we are ready to draw conclusions from the trend implied by the multi-
year SSFCF data that we present in this letter because SSFCF remains a relatively new, although improving,
concept for us that depends on tracking systems, assumptions and judgment which we are internally learning
about, debating and improving. What we can say is that we are comfortable that the range of fiscal year 2018
estimates represents our best understanding of our SSFCF as of the date of this letter and we've been able to
narrow and improve the assumptions behind the presented ranges over time in function of our increased
understanding. We believe that each year we are improving our SSFCF estimates and it provides an increasingly
clean and thoughtful estimated range (but still not perfect and certainly not precise) of what our company could
generate each year into the future if we stopped investing for growth.

We have experienced a substantial expansion of our unlevered free cash flow in fiscal year 2018 but that is not the
case for our range estimate of SSFCF. This difference illustrates a few of the underlying concepts described
throughout this letter.

•

First, SSFCF neutralizes the impact of cash flows, positive or negative, which we do not consider to be
recurring in steady state. So last year we included pro-forma adjustments for the anticipated annualized
savings related to our fiscal year 2017 decentralization as well as the annualized impact of acquisitions,
which were two significant drivers of incremental UFCF this year.
Second, as noted just above, the precision of our SSFCF estimates is growing as we gain experience with
its measurement. Starting in fiscal year 2018 we have made adjustments to exclude the SSFCF attributable
to non-controlling interests.
Third, fluctuations in growth investments don't impact SSFCF unless and until they deliver real cash flow. In
fiscal 2018 relative to 2017, our growth investments decreased significantly as demonstrated in the table
above.

The difference between our actual free cash flow and our approximate estimates of our likely range of steady state
free cash flow represents an approximate range estimate of the capital that we allocate to organic investments to
grow the value of our business. You can derive an estimated range of growth investment by subtracting the
estimated range for maintenance investment from the actual amount of UFCF investment for each year. Here is this
calculation for the past several years.

Past, Current and Future Estimated Range of Growth and Maintenance Investment (USD Millions)

UFCF investment into organic projects

Maintenance investment (approximate estimates made at time of analysis)

High

Low

Growth Investment (approximate estimates derived from above)

High

Low

FY16

$290

FY17

$317

FY18

$238

$168

$68

$222

$122

$149

$99

$218

$168

$150

$110

$128

$88

FY19
Plans

$270

$155

$115

$155

$115

Some investors have asked if our removal of an estimated range of organic growth investments in our steady-state
analysis implies that growth investments should be "ignored". We do not think so. Rather, we ask investors to
understand these investments and to then make their own assessment of their value.

Let's go back to a statement that I made earlier in this letter that, over long periods of time, if we create value then
we should grow the result of the following equation at a compounded annual growth rate that is higher than our cost
of capital.

( [SSFCF divided by our WACC] - net debt ) / diluted shares outstanding

Note that the output of the above formula is not our IVPS, because it does not include the value of our growth
investment, past and future, that is not yet impacting our SSFCF. If we execute well, the value generated by these
growth investments that are not yet paying off wff

ould be an important additional component.

It is also worth pointing out that our net debt levels are directly impacted by the past financing of significant growth
investments that do not yet contribute to our SSFCF. Nonetheless, over long periods of time, if we create value then
we should grow the result of the above equation at a compounded annual growth rate that is higher than our cost of
capital.

As we evaluate our progress using this formula we often refer back to our fiscal year 2011, since that was the year
right before we began to invest decisively in recognition of our belief that we had been under-investing in our
business. In fiscal year 2011 we had $121 million in unlevered free cash flow, net cash of $237 million, and diluted
weighted average shares outstanding of 45.0 million.18 It was a year with low capital expenditures compared with
the prior year and in general we were not investing intensively for growth at that time. Using the data we provide in
this letter, we encourage you to make your own assessment of our progress. Our view in summary is that we are
doing okay but not great. To really move this metric we still need to prove out the value of many past investments
that are not yet material components of our SSFCF.

18 Operating cash flow in fiscal year 2011 was $165 million. Cash, cash equivalents and marketable securities were $237 million,
and we had no outstanding debt. Please see non-GAAP reconciliations at the end of this letter.

Summary & Conclusion

I trust this letter has helped you understand how we think about capital allocation and factors that we believe are
most important to our estimates of the intrinsic value per share of Cimpress. We reiterate that most of the numbers
in this letter are estimates for which we necessarily make judgment-based approximations. Despite its inexact and
subjective nature, we share this information with you because I, our Supervisory and Management Boards, and our
executive team use this same analysis to manage Cimpress. Therefore, we believe that transparently
communicating this data may assist you as you make your own assessment of the value of a share of Cimpress.

Each year when I write this letter it's also an opportunity for me to take account of what we have learned and how
we think about our business and our progress. That list is too long to recount in detail, but here are some of the
headlines:

• One of the greatest improvements we have made over the past few years is to focus explicitly on capital

•

allocation as a means to drive IVPS, and to move to organizational structures and decision processes that
directly support this focus.
I feel confident that on balance net of failure, we have significantly enhanced the IVPS of Cimpress over
long periods of time, including making good progress in the past year.
The Vistaprint business is a gem into which we want to continue investing significant capital each year.
Vistaprint delivers significant customer value and has incredible competitive advantages that make serving
these customers the way they do very tough to replicate.
As evidenced with Upload and Print and National Pen, we have learned how to improve our odds of
success when acquiring established businesses and expect this to remain an important part of our capital
allocation.
Early-stage investments are high risk and despite some wins, to date we have destroyed value via our
efforts here and have yet to prove that we can create value with these types of investments. In order to
improve, we have significantly changed our approach to ensure that we enable, and don't impede, nimble,
fast-moving entrepreneurial startups.
Share repurchases have been a great use of capital for us because we have acted decisively in times that
we believed our shares were undervalued. We expect these to remain an important part of our capital
allocation going forward.

In addition to this letter, our GAAP financial results, and our other SEC filings, we plan to convey valuable
complementary information at our investor day on August 8, 2018, which I encourage you to attend either in person
or via webcast. Having reviewed all of this material, I hope that you will come to share our view that over the past
year Cimpress has improved its future prospects through our strategy, the execution of our teams, our ongoing
commitment to improve our capital allocation capabilities, and the experience we have gained through our past
successes and failures.

Thank you for the time you have invested to read this letter, and for your attention and consideration. We take very
seriously our responsibility as stewards of our investors’ capital. We believe that this explicit enumeration of our
business philosophies, priorities and investment frameworks is the best way to empower each investor to decide if
Cimpress is an attractive company with whom to entrust his or her money.

Sincerely,

Robert Keane
Founder & CEO
Cimpress N.V.

August 1, 2018

Non-GAAP Reconciliations

To supplement Cimpress’ consolidated financial statements presented in accordance with U.S. generally accepted
accounting principles, or GAAP, CP impress has used the following measures defined as non-GAAP financial
measures by Securities and Exchange Commission, or SEC, rules: Constant-currency revenue growth, constant-
currency revenue growth excluding revenue from acquisitions and divestitures made in the last twelve months,
Adjusted Net Operating Profit, Adjusted EBITDA, free cash flow and Trailing-Twelve-Month Return on Invested
Capital:

•

Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue
generated in the current period using the prior year period’s average exchange rate for each currency to the
U.S. dollar.

Constant-currency revenue growth excluding revenue from acquisitions, divestitures and joint ventures
during the first year of ownership excludes the impact of currency as defined above and revenue from:

Albumprinter for the period from Q2 fiscal 2012 through Q3 fiscal 2013;

Digipri from the period from Q3 fiscal 2014 through Q3 fiscal 2015;
Printdeal and Pixartprinting from the period from Q4 fiscal 2014 through Q3 fiscal 2015;
FotoKnudsen from the period from Q1 fiscal 2015 through Q4 fiscal 2015;
Printi from the period from Q2 fiscal 2015 through Q1 fiscal 2016;
Easyflyer (FL Print), Exagroup, and druck.at from Q4 fiscal 2015 through Q4 fiscal 2016;
Tradeprint from Q1 fiscal 2016 through Q1 fiscal 2017;
Alcione from Q1 fiscal 2016 through Q1 fiscal 2017;

◦
◦ Webs for the period from Q3 fiscal 2012 through Q3 fiscal 2013;
◦
◦
◦
◦
◦
◦
◦
◦ WIRmachenDRUCK from Q3 fiscal 2016 through Q3 fiscal 2017;
National Pen from Q3 fiscal 2017 through Q2 fiscal 2018; and
◦
Albumprinter divestiture from Q1 fiscal 2018 through Q4 fiscal 2018.
◦

Incremental annual organic revenue removes the revenue from acquired businesses and joint ventures as
listed directly above. For the periods from fiscal years 2001 through 2014, the incremental revenue is stated
in U.S. dollars. For the periods from fiscal years 2014 through 2017, non-U.S. revenue has been converted
at exchange rates as of June 30, 2017, in order to eliminate the impact of currency movements. The
exchange rates for the currencies with the greatest influence on revenue are listed in the reconciliation
below.

Adjusted Net Operating Profit is defined as GAAP operating income plus interest expense associated with
our Waltham, Massachusetts lease, excluding M&A related items such as acquisition-related amortization
and depreciation, changes in the fair value of contingent consideration, and expense for deferred payments
or equity awards that are treated as compensation expense, plus the impact of certain unusual items such
as discontinued operations, restructuring charges, impairments, or gains related to the purchase or sale of
subsidiaries, plus certain realized gains or losses on currency derivatives that are not included in operating
income.

Adjusted EBITDA is defined as operating income plus depreciation and amortization (excluding
depreciation and amortization related to our Waltham, Massachusetts office lease) plus share-based
compensation expense plus proceeds from insurance plus earn-out related charges plus certain
impairments plus restructuring related charges plus realized gains or losses on currency derivatives less
interest expense related to our Waltham, Massachusetts office lease less gain on purchase or sale of
subsidiaries.

Free cash flow is defined as net cash provided by operating activities less purchases of property, plant and
equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and
website development costs, plus payment of contingent consideration in excess of acquisition-date fair
value, plus gains on proceeds from insurance.

Trailing-Twelve-Month Return on Invested Capital is Adjusted NOPATPP
based compensation, divided by debt plus redeemable noncontrolling interest plus shareholders equity,
less excess cash. Adjusted NOPATPP
excluding share-based compensation adds back all share-based compensation expense that has
NOPATPP
not already been added back to Adjusted NOPATPP . ETT xcess cash is cash and equivalents greater than 5% of

is defined as Adjusted NOP from above, less cash taxes. Adjusted

or Adjusted NOPATPP

excluding share-

last twelve month revenues and, if negative, is capped at zero. Operating leases have not been converted
to debt for purposes of this calculation.

These non-GAAP financial measures are provided to enhance investors' understanding of our current operating
results from the underlying and ongoing business for the same reasons they are used by management. For
example, as we have become more acquisitive over recent years we believe excluding the costs related to the
purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment
of goodwill) provides further insight into the performance of the underlying acquired business in addition to that
provided by our GAAP operating income. As another example, as we do not apply hedge accounting for our
currency forward contracts, we believe inclusion of realized gains and losses on these contracts that are intended to
be matched against operational currency fluctuations provides further insight into our operating performance in
addition to that provided by our GAAP operating income. We do not, nor do we suggest that investors should,
consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared
in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables
captioned “Reconciliations of Non-GAAP Financial Measures” included at the end of this release. The tables have
more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures
and the related reconciliation between these financial measures.

Reconciliation of Non-GAAP Financial Measures

Revenue Growth Reconciliation by Reportable Segment
Annual, in $ thous

ands

FY2018

FY2017

Year-over-
year Growth

Currency
Impact
(Favorable) /
Unfavorable

Constant-
Currency
Revenue
Growth

Impact of
Acquisitions /
Divestitures
(Favorable) /
Unfavorable

Constant-
Currency
Revenue
Growth
Excluding
Acquisitions /
Divestitures

Vistaprint

1,462,686 $

1,310,975

Upload and Print

730,010

588,613

12%

24%

National Pen

333,266

112,712

196%

All Other Businesses

87,583

128,795

(32)%

(3)%

(11)%

(6)%

—%

13%

190%

(32)%

—%

(165)%

72%

13%

25%

40%

Inter-Segment
Eliminations

Total revenue

(21,004) $

)

)
(5,690)

2,592,541 $

2,135,405

21%

(4)%

17%

(6)%

11%

Incremental Reported Revenue

Total Incremental Revenue (Annual)
FY 2001 - FY 2018, USD millions

$600

$500

$400

$300

$200

$100

-$100

-$200

FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018

Company total

Vistaprint

Upload & Print

National Pen

All Other Businesses

Inter-segment Elimination

Reconciliation of Non-GAAP Financial Measures (continued)

Incremental Organic Revenue
Annual, in $ thous

ands

For the periods from fiscal years 2006 through 2011 the incremental revenue is stated in U.S. dollars and total company revenue
is considered organic as we did not make any acquisitions during this time.

Total Company

FY2006

FY2007

FY2008

FY2009

FY2010

FY2011

Reported Revenue (USD) [A]

$152,149 $255,933 $400,657 $515,826 $670,035 $817,009

Prior-Year Comparable

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

Reported Revenue (USD) [B]

$90,885 $152,149 $255,933 $400,657 $515,826 $670,035

Total organic year-over-year incremental revenue [A] - [B]

$61,290 $103,784 $144,724 $115,170 $154,208 $149,632

The tables below show the longer-term incremental revenue for fiscal years 2012 - 2018. Non-U.S. revenue for all periods
beginning with FY2015 and comparable FY2014 have been converted at exchange rates as of June 30, 2018, in order to
eliminate the impact of currency movements (earlier periods are presented at rates realized in the respective periods). The
exchange rates for the currencies with the greatest influence on revenue are listed below.

Currency

Euro

Great British Pound

Australian Dollar

Swiss Franc

Canadian Dollar

Exchange rate
(USD per currency)

1.169

1.321

0.740

1.010

0.761

Currency

Norwegian Krone

Swedish Krona

Danish Krone

Japanese Yen

New Zealand Dollar

Exchange rate
(USD per currency)

0.123

0.112

0.157

0.009

0.677

Total Company

FY2012

FY2013

FY2014

FY2015

FY2016

FY2017

FY2018

Reported revenue (USD)

$1,020,269

$1,167,478

$1,270,236

$1,494,206

$1,788,044

$2,135,405

$2,592,541

Impact of Albumprinter divestiture and TTM
acquisitions

Organic revenue excluding Albumprinter
and TTM acquisitions

($45,123)

($72,547)

($118,790)

($246,081)

($318,467)

($340,237)

($202,564)

$975,146

$1,094,932

$1,151,446

$1,248,125

$1,469,577

$1,795,168

$2,389,977

Impact of currency

—

— ($37,799)

$10,033

$47,970

($31,627)

Organic revenue excluding impact of
currency, Ayy
acquisitions [A]

lbumprinter and TTM

$975,146

$1,094,932

$1,151,446

$1,210,326

$1,479,610

$1,843,138

$2,358,350

Prior-Year Comparable

Reported revenue (USD)

FY2011

FY2012

FY2013

FY2014

FY2015

FY2016

FY2017

$817,009

$1,020,269

$1,167,478

$1,270,236

$1,494,206

$1,788,044

$2,135,405

Impact of Albumprinter divestiture and TTM
acquisitions

Organic revenue excluding Albumprinter
and TTM acquisitions

— ($56,125)

)
(67,110)

)
(72,828)

($115,753)

($115,599)

($78,954)

$817,009

$964,144

$1,100,368

$1,197,408

$1,378,453

$1,672,445

$2,056,451

Impact of currency

—

— ($87,950)

($44,216)

$17,729

$58,923

Organic revenue excluding impact of
currency, Ayy
acquisitions [B]

lbumprinter and TTM

Total organic year-over-year incremental
revenue excluding the impact of currency

$817,009

$964,144

$1,100,368

$1,109,458

$1,334,237

$1,690,175

$2,115,374

$158,137

$130,788
$130,788

$51,078
$51,078

$100,868
$100,868

$145,373
$145,373

$152,963

$242,976

Reconciliation of Non-GAAP Financial Measures (continued)

Incremental Organic Revenue (cont.)
Annual, in $ thous

ands

Vistaprint

Currency impact

FY2015

FY2016

FY2017

FY2018

$1,149,706

$1,220,751

$1,310,975

$1,462,686

($40,433)

($412)

$19,630

($14,996)

Revenue excluding the impact of currency [A]

$1,109,273

$1,220,339

$1,330,605

$1,447,690

Prior-Year Comparable

Reported revenue (USD)

Currency impact

Revenue excluding the impact of currency [B]

FY2014

FY2015

FY2016

FY2017

$1,103,218

$1,149,706

$1,220,751

$1,310,975

($80,651)

($40,433)

($412)

$19,630

$1,022,566

$1,109,273

$1,220,339

$1,330,605

Organic year-over-year incremental revenue excluding the impact of currency
[A] - [B]

$86,707

$111,066

$110,266

$117,085

Upload and Print

Reported revenue (USD)

Impact of TTM acquisitions

FY2015

FY2016

FY2017

FY2018

$197,075

$432,638

$588,613

$730,010

($150,074)

($234,083)

($148,571)

—

Organic revenue excluding TTM acquisitions

$47,001

$198,555

$440,042

$730,010

Impact of currency

$2,659

$10,219

$30,917

($15,299)

Revenue excluding the impact of currency and TTM acquisitions [A]

$49,660

$208,774

$470,959

$714,711

Prior-Year Comparable

Reported revenue (USD)

Impact of TTM acquisitions

FY2014

FY2015

FY2016

FY2017

$43,590

$197,075

$432,638

$588,613

—

($28,693)

($32,476)

—

Organic revenue excluding TTM acquisitions

$43,590

$168,382

$400,162

$588,613

Impact of currency

($6,129)

($3,101)

$18,018

$41,869

Revenue excluding the impact of currency and TTM acquisitions [B]

$37,461

$165,281

$418,180

$630,482

Organic year-over-year incremental revenue excluding the impact of currency
[A] - [B]

$12,199

$43,493

$52,779

$84,229

National Pen

Reported revenue (USD)

Impact of TTM acquisitions

Organic revenue excluding TTM acquisitions

Impact of currency

Revenue excluding the impact of currency and TTM acquisitions [A]

Prior-Year Comparable

Reported revenue (USD)

Impact of TTM acquisitions

Organic revenue excluding TTM acquisitions

Impact of currency

Revenue excluding the impact of currency and TTM acquisitions [B]

Organic year-over-year incremental revenue excluding the impact of currency
[A] - [B]

FY2015

FY2016

FY2017

FY2018

FY2014

—

FY2015

—

$112,712

$333,266

— ($112,712)

($185,815)

—

FY2016

—

$147,451

($2,741)

$144,710

FY2017

$112,712

—

$112,712

—

$112,712

$31,998

Reconciliation of Non-GAAP Financial Measures (continued)

Incremental Organic Revenue (cont.)
Annual, in $ thous

ands

All Other Businesses

FY2015

FY2016

FY2017

FY2018

$147,425

$138,244

$128,795

$87,583

Impact of Albumprinter divestiture and TTM acquisitions

($96,007)

($84,384)

)
(78,954)

($18,219)

Organic revenue excluding Albumprinter and TTM acquisitions

$51,418

$53,860

$49,841

$69,364

Impact of currency

($25)

$226

($2,577)

$1,325

Revenue excluding the impact of currency, Ayy
[A]

lbumprinter and TTM acquisitions

$51,393

$54,086

$47,264

$70,689

Prior-Year Comparable

Reported revenue (USD)

FY2014

FY2015

FY2016

FY2017

$123,429

$147,425

$138,244

$128,795

Impact of Albumprinter divestiture and TTM acquisitions

)
(72,828)

)
(87,060)

)
(83,123)

)
(78,954)

Organic revenue excluding Albumprinter and TTM acquisitions

$50,601

$60,365

$55,121

$49,841

Impact of currency

($1,170)

($681)

$124

($2,577)

Revenue excluding the impact of currency, Ayy
[B]

lbumprinter and TTM acquisitions

$49,431

$59,683

$55,245

$47,264

Organic year-over-year incremental revenue excluding the impact of currency
[A] - [B]

$1,962

($5,597)

($7,981)

$23,425

Inter-segment Elimination

Reported revenue (USD)

Impact of TTM acquisitions

Organic revenue excluding TTM acquisitions

Impact of currency

Revenue excluding the impact of currency and TTM acquisitions [A]

Prior-Year Comparable

Reported revenue (USD)

Impact of TTM acquisitions

Organic revenue excluding TTM acquisitions

Impact of currency

Revenue excluding the impact of currency and TTM acquisitions [B]

Organic year-over-year incremental revenue excluding the impact of currency
[A] - [B]

FY2015

FY2016

FY2017

FY2018

FY2014

—

($3,589)

($5,690)

($21,004)

—

1,471

($3,589)

($5,690)

($19,535)

—

$84

($3,589)

($5,690)

($19,451)

FY2015

FY2016

FY2017

—

($3,589)

($5,690)

—

($3,589)

($5,690)

—

($3,589)

($5,690)

($3,589)

($2,101)

($13,761)

Total organic year-over-year incremental revenue excluding the impact of
currency

$100,868

$145,373

$152,963
$152,963

$242,976

Reconciliation of Non-GAAP Financial Measures (continued)

Revenue Growth Rate by Geography: Reported (USD), inclusive of acquisitions, divestitures and joint ventures from the date of
transaction close:

North America

Europe

60%

50%

40%

30%

20%

10%

-10%

60%

50%

40%

30%

20%

10%

-10%

FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18

Revenue Growth Rate by Geography: Constant-currency revenue growth excluding revenue from acquisitions, divestitures and
joint ventures during the first year of ownership:

NORTH AMERICA

Reported revenue
growth

Currency impact

Revenue growth in
constant currency

Impact of acquisitions,
divestitures and joint
ventures in the first year
of ownership

Revenue growth in
constant currency ex.
acquisitions,
divestitures and joint
ventures in the first year
of ownership

FY 2011

FY 2012

FY 2013

FY 2014

FY 2015

FY 2016

FY 2017

FY 2018

%
18%

%
20%

%
18%

%
9%

%
11%

%
9%

%
16%

%
21%

%
— %

%
1 %

%
— %

%
(1)%

%
18%

%
20%

%
18%

%
9%

%
11%

%
10%

%
16%

%
20%

%
— %

%
(1)%

%
— %

%
(7)%

%
(9)%

%
18%

%
19%

%
17%

%
9%

%
11%

%
10%

%
9%

%
11%

Reconciliation of Non-GAAP Financial Measures (continued)

Revenue Growth Rate by Geography: Constant-currency revenue growth excluding revenue from acquisitions, divestitures and
joint ventures during the first year of ownership (continued):

FY 2011

FY 2012

FY 2013

FY 2014

FY 2015

FY 2016

FY 2017

FY 2018

FY 2011

FY 2012

FY 2013

FY 2014

FY 2015

FY 2016

FY 2017

FY 2018

Reported revenue
growth

Currency impact

Revenue growth in
constant currency

EUROPE

Impact of acquisitions,
divestitures and joint
ventures in the first year
of ownership

Revenue growth in
constant currency ex.
acquisitions,
divestitures and joint
ventures in the first year
of ownership

%
24%

%
29%

%
9%

%
11%

%
28%

%
34%

%
22%

%
20%

%
2 %

%
(4)%

%
11 %

%
8 %

%
4 %

%
(9)%

%
26%

%
31%

%
11%

%
7%

%
39%

%
42%

%
26%

%
11%

%
— %

%
(13)%

%
(6)%

%
(10)%

%
(33)%

%
(32)%

%
(19)%

%
(1)%

%
26 %

%
18 %

%
5 %

%
(3)%

%
6 %

%
10 %

%
7 %

%
10 %

Reported revenue
growth

Currency impact

Revenue growth in
constant currency

OTHER

Impact of acquisitions,
divestitures and joint
ventures in the first year
of ownership

Revenue growth in
constant currency ex.
acquisitions,
divestitures and joint
ventures in the first year
of ownership

%
55 %

%
44 %

%
16 %

%
(4)%

%
12 %

%
4 %

%
33 %

%
35 %

%
(16)%

%
(6)%

%
1 %

%
10 %

%
11 %

%
15 %

%
(7)%

%
(1)%

%
39%

%
38%

%
17%

%
6%

%
23%

%
19%

%
27%

%
34%

%
— %

%
(10)%

%
— %

%
(8)%

%
(18)%

%
39%

%
38%

%
17%

%
6%

%
13%

%
19%

%
16%

Reconciliation of Non-GAAP Financial Measures (continued)
Free Cash Flow and Unlevered Free Cash Flow1
Annual, in $ thous

ands

Net cash provided by operating
activities

Purchases of property, plant and
equipment

Purchases of intangible assets not
related to acquisitions

Capitalization of software and
website development costs

Payment of contingent
consideration in excess of
acquisition-date fair value

Proceeds from insurance related to
investing activities

FY2006

FY2011

FY2012

FY2013

FY2014

FY2015

FY2016

FY2017

FY2018

$34,637 $165,149 $146,749 $141,808 $153,739 $242,022 $247,358 $156,736 $192,332

($24,929)

($37,405)

($46,420)

($78,999)

($72,122)

($75,813)

($80,435)

($74,157)

($60,930)

($205)

($239)

($750)

($253)

($250)

($476)

($197)

($308)

($2,656)

($6,290)

($5,463)

($7,667)

($9,749)

($17,323)

($26,324)

($37,307)

($40,847)

—

$8,055

$8,613

—

$3,624

—

49,241

—

Free cash flow

$7,052 $121,249

$94,627

$54,392

$71,615 $156,691 $152,360

$45,075 $139,488

Plus: cash paid during the period
for interest

Less: interest expense for Waltham
lease

$1,089

$219

$1,487

$4,762

$6,446

$8,520

$37,623

$45,275

$56,614

—

— ($6,287)

($7,727)

($7,489)

Unlevered free cash flow

$8,141 $121,468

$96,114

$59,154

$78,061 $165,211 $183,696

$82,623 $188,613

About Cimpress
Cimpress N.V. (Nasdaq: CMPR) invests in and builds customer-focused, entrepreneurial, mass-customization businesses for the
long term. Mass customization is a competitive strategy which seeks to produce goods and services to meet individual customer
needs with near mass production efficiency. Cimpress businesses include Drukwerkdeal, Exaprint, National Pen, Pixartprinting,
Printi, Vistaprint and WIRmachenDRUCK. To learn more, visit http://www.cimpress.com.

Cimpress and the Cimpress logo are trademarks of Cimpress N.V. or its subsidiaries. All other brand and product names
appearing on this announcement may be trademarks or registered trademarks of their respective holders.

Risks Related to Our Business
This investor letter contains statements about our future expectations, plans, and prospects of our business that constitute
forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995,
including but not limited to our expectations for the growth and development of our business, financial results, and cash flows on
a consolidated basis and for each of our individual businesses and reporting segments, our estimates and expectations relating
to our unlevered free cash flow and intrinsic value per share, the effects of our decentralized structure on our business and
financial results, our plans for managing our debt, the development and success of our mass customization platform and
Columbus product line, our estimates and plans for future investments in our business and acquisitions, and the anticipated
results of our past and future investments and acquisitions, including but not limited to our discussions under the heading
"Outlook." Forward-looking projections and expectations are inherently uncertain, are based on assumptions and judgments by
management, and may turn out to be wrong. Our actual results may differ materially from those indicated by these forward-
looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments
upon which our forecasts are based; our failure to execute our strategy; our inability to make the investments in our business
that we plan to make or the failure of those investments to have the effects that we expect; our failure to manage the growth and
complexity of our business; our ability to realize the benefits of the decentralization of our operations; our failure to promote and
strengthen our brands; our failure to develop our mass customization platform or to realize the anticipated benefits of the
platform; our failure to acquire new customers and enter new markets, retain our current customers, and sell more products to
current and new customers; costs and disruptions caused by acquisitions and strategic investments; the failure of the
businesses we acquire or invest in to perform as expected; the willingness of purchasers of customized products and services to
shop online; unanticipated changes in our markets, customers, or business; competitive pressures; loss of key personnel; our
failure to maintain compliance with the covenants in our revolving credit facility and senior notes or to pay our debts when due;
changes in the laws and regulations or in the interpretations of laws or regulations to which we are subject, including tax laws, or
the institution of new laws or regulations that affect our business; general economic conditions; and other factors described in
our Form 10-Q for the fiscal quarter ended March 31, 2018 and the other documents we periodically file with the U.S. Securities
and Exchange Commission.

In addition, the statements and projections in this press release represent our expectations and beliefs as of the date of this
press release, and subsequent events and developments may cause these expectations, beliefs, and projections to change. We
specifically disclaim any obligation to update any forward-looking statements. These forward-looking statements should not be
relied upon as representing our expectations or beliefs as of any date subsequent to the date of this press release.

UNITED STATTT ES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________

Form 10-K

(Mark One)
þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2018

or
o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from

1
0
-
K

Commission file number 000-51539
_________________________________

Cimpress N.V.

(Exact Name of Registrant as Specifie

d in Its Charter)

_________________________________

The Netherlands
(State or Other Jurisdiction of
Incorporation or Organization)

98-0417483
(I.R.S. Employer
Identification No.)

Hudsonweg 8
5928 LW Venlo
The Netherlands
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, ir ncluding area code: 31-77-850-7700
Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class
Ordinary Shares, €0.01 par value

Name of Exchange on Which Registered
NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

_________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). YesYY þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting

company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and
"emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ

Accelerated filer o
Smaller reporting company o
Emerging growth company o

Non-accelerated filer o
(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). YesYY o No þ

The aggregate market value of the ordinary shares held by non-affiliates of the registrant was approximately $3.21 billion on December 31,
2017 (the last business day of the registrant's most recently completed second fiscal quarter) based on the last reported sale price of the registrant's
ordinary shares on the NASDAQ Global Select Market.

As of August 6, 2018, there were 30,885,642 Cimpress N.V. ordinary shares, par value €0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended

June 30, 2018. Portions of such proxy statement are incorporated by reference into Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on
Form 10-K.

CIMPRESS N.V.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended June 30, 2018

TABLE OF CONTENTS

PART I

Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
omments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Cff
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 2.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issued Purchases of

Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9. Changes in and Disagreements with Accountants and Financial Disclosures . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part III

Item 10. Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . .
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Part IV

Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Item 1.

Business

Overview & Strategy

PART I

Cimpress is a strategically-focused group of more than a dozen businesses that specialize in mass
customization, via which we deliver large volumes of individually small-sized customized orders for a broad
spectrum of print, signage, photo merchandise, invitations and announcements, packaging, apparel and other
categories. Mass customization is a core element of the business model of each Cimpress business. Stan Davis, in
his 1987 strategy manifesto “Future Perfect” coined the term mass customization to describe “generating an infinite
variety of goods and services, uniquely tailored to customers”. In 2001, Tseng & Jiao defined mass customization
as “producing goods and services to meet individual customers’ needs with near mass production efficiency”. We
discuss mass customization in more detail further below.

We have grown substantially over the past decade, from $0.4 billion in fiscal year 2008 revenue to $2.6

billion in fiscal year 2018 revenue, and as we have grown we have achieved important benefits of scale. However,
we also believe it is critical for us to “stay small as we get big”. By this we mean that we need to serve customers,
act and compete with focus, nimbleness and speed that is typical of smaller, entrepreneurial firms but often not
typical of larger firms. This is because we face intense competition across all our businesses and we must
constantly and rapidly improve the value we deliver to customers. To stay small as we get big, our strategy calls for
us to pursue a deeply decentralized organizational structure which delegates responsibility, authority and resources
to the CEOs and managing directors of our various businesses.

Specifically, our strategy is to invest in and build customer-focused, entrepreneurial mass customization

businesses for the long term, which we manage in a decentralized, autonomous manner. We drive competitive
advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to
create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed
centrally.

This decentralized structure is beneficial in many ways. We believe that, in comparison to a more

centralized structure, decentralization enables our businesses to be more customer focused, to make better
decisions faster, to manage a holistic cross-functional value chain required to serve customers well, to be more
agile, to be held more accountable for driving investment returns, and to understand where we are successful and
where we are not. In addition to these operational benefits, our decentralization has also enabled us to take
significant complexity and cost out of our business in comparison to our previous centralized structure.

The select few shared strategic capabilities into which we invest include our (1) mass customization
platform, (2) talent infrastructure in India, (3) central procurement of large-scale capital equipment, shipping
services and major categories of our raw materials, and (4) peer-to-peer knowledge sharing between our
businesses. We encourage each of our businesses to leverage these capabilities, but each business is free to
choose whether or not to use these services. This optionality, we believe, creates healthy pressure on the central
teams who provide such services to deliver compelling value to our businesses.

We limit all other central activities to only those which must be performed centrally. Out of more than12,000

employees we have fewer than 80 that work in central activities that fall into this category, which includes tax,
treasury, audit, general counsel, corporate communications, compliance, information security, investor relations,
capital allocation and the functions of our CEO and CFO. We seek to avoid bureaucratic behavior in the corporate
center.

Our Uppermost Financial Objective

Our uppermost financial objective is to maximize our intrinsic value per share. We define intrinsic value per
share as (a) the unlevered free cash flow per share that, in our best judgment, will occur between now and the long-
term future, appropriately discounted to reflect our cost of capital, minus (b) net debt per share. We define
unlevered free cash flow as free cash flow plus interest expense related to borrowings.

This financial objective is inherently long-term in nature. Thus an explicit outcome of this is that we accept
fluctuations in our financial metrics as we make investments that we believe will deliver attractive long-term returns
on investment.

We ask investors and potential investors in Cimpress to understand our uppermost financial objective by
which we endeavor to make all financially evaluated decisions. We often make decisions in service of this priority
that could be considered non-optimal were they to be evaluated based on other financial criteria such as (but not
limited to) near- and mid-term operating income, net income, EPS, Adjusted Net Operating Profit (Adjusted NOP),
Adjusted EBITDA, and cash flow.

Mass Customization

Mass customization is a business model that allows companies to deliver major improvements to customer

value across a wide variety of customized product categories. Companies that master mass customization can
automatically direct high volumes of orders into smaller streams of homogeneous orders that are then sent to
specialized production lines. If done with structured data flows and the digitization of the configuration and
manufacturing processes, setup costs become very small, and small volume orders become economically feasible.

The chart illustrates this concept. The horizontal

axis represents the volume of production of a given
product; the vertical axis represents the cost of
producing one unit of that product. Traditionally, the
only way to manufacture at a low unit cost was to
produce a large volume of that product: mass-produced
products fall in the lower right hand corner of the chart.
Custom-made products (i.e., those produced in small
volumes for a very specific purpose) historically
incurred very high unit costs: they fall in the upper left-
hand side of the chart.

Mass customization breaks this trade off,
enabling low-volume, low-cost production of individually
unique products. Very importantly, relative to traditional
alternatives mass customization creates value in many
ways, not just lower cost. Other advantages can
include faster production, greater personal relevance,
elimination of obsolete stock, better design, flexible
shipping options, more product choice, and higher
quality.

Mass customization delivers a breakthrough in customer value particularly well in markets in which the

worth of a physical product is inherently tied to a specific, unique use or application. For instance, there is limited
value to a sign that is the same as is used by many other companies: the business owner needs to describe what is
unique about his or her business. Likewise, a photo mug is more personally relevant if it shows pictures of
someone’s own friends and family. Before mass customization, producing a high quality custom product required
high per-order setup costs, so it simply was not economical to produce a customized product in low quantities.

We believe that the business cards sold by our Vistaprint business provide a concrete example of the

potential of our mass customization business model to deliver significant customer value and to develop strong
profit franchises in large markets that were previously low growth and commoditized. Millions of very small
customers (for example, home-based businesses) rely on Vistaprint to design and procure aesthetically pleasing,
high-quality, quickly-delivered and low-priced business cards. The Vistaprint production operations for a typical
order of 250 standard business cards in Europe and North America require less than 14 seconds of labor for all of
pre-press, printing, cutting and packaging, versus an hour or more for traditional printers. Combined with
advantages of scale in graphic design support services, purchasing of materials, our self-service online ordering,
pre-press automation, auto-scheduling and automated manufacturing processes, we allow customers to design,
configure, and procure business cards at a fraction of the cost of typical traditional printers with very consistent
quality and delivery reliability. Customers have very extensive, easily configurable, customization options such as
rounded corners, different shapes, specialty papers, “spot varnish”, reflective foil, folded cards, or different paper
thicknesses. Achieving this type of product variety while also being very cost efficient took us almost two decades
and requires massive volume, significant engineering investments and significant capital. Business cards is a
mature market that, at the overall market level, has experienced continual declines over the past two decades. Yet,
for Vistaprint, this remains a growing category and is highly profitable, thus provides an example of the power of
mass customization. Even though we do not expect many other products to reach this extreme level of automation,

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we do currently produce many other product categories (such as flyers, brochures, signage, mugs, calendars,
pens, t-shirts, hats, embroidered soft goods, rubber stamps, photobooks, labels and holiday cards) via analogous
methods whose volume and processes are well along the spectrum of mass customization relative to traditional
suppliers and thus provide great customer value and a strong, profitable and growing revenue stream.

Market and Industry Background

Mass Customization Opportunity

Mass customization is not a market itself, but rather a competitive strategy that can be applied across many

markets such as the following:

Product:

- Small format printing

- Large format printing

Geography:

- North America

- Europe

Customer:

- Businesses (micro, small, medium,

large)

- Promotional products and gifts

- Australia/New Zealand

- Graphic designers, resellers, printers

- Decorated apparel

- Packaging

- Photo merchandise

- Invitations and announcements

- South America

- Asia Pacific

Large traditional markets undergoing disruptive innovation

- Traditional providers who choose to

outsource these products

- Teams

, associations and groups

- Consumers (home and family)

The products, geographies and customer applications listed above constitute a large market opportunity

that is highly fragmented. We believe that the vast majority of the markets to which mass customization could apply
are still served by traditional business models that force customers either to produce in large quantities per order or
to pay a high price per unit.

We believe that these large and fragmented markets are moving away from small traditional suppliers that

employ job shop business models to fulfill a relatively small number of customer orders and toward businesses
ff
such as those owned by Cimpress that aggregate a relatively large number of orders and fulfill them via a focused
supply chain and production capabilities at relatively high volumes, thereby achieving the benefits of mass
customization. We believe we are early in the process of what will be a multi-decade shift from job-shop business
models to mass customization.

Cimpress’ current revenue represents a very small fraction of this market opportunity. We believe that

Cimpress and competitors who have built their business around a mass customization model are “disruptive
innovators” to these large markets because we enable small-volume production of personalized, high-quality
products at an affordable price. Disruptive innovation, a term coined by Harvard Business School professor Clayton
Christensen, describes a process by which a product or service takes root initially in simple applications at the
bottom of a market (such as free business cards for the most price sensitive of micro-businesses or low-quality
white t-shirts) and then moves up market, eventually displacing established competitors (such as those in the
markets mentioned above).

We believe that a large opportunity exists for major markets to shift to a mass customization paradigm and,
even though we are largely decentralized, the select few shared strategic capabilities into which we centrally invest
provide a significant scale-based competitive advantage for Cimpress.

We believe this opportunity to deliver substantially better customer value and to therefore disrupt very large

traditional industries can translate into tremendous future opportunity for Cimpress. Until approximately our fiscal
year 2012, we focused primarily on a narrow set of customers within the list above (highly price-sensitive and
discount-driven micro businesses and consumers) with a very limited product offering. Through acquisitions and via
significant investments in our Vistaprint business, we have expanded the breadth and depth of our product
offerings, extended our ability to serve our traditional customers and gained
customer types.

a capability to serve a vast range of

As we continue to evolve and grow Cimpress, our understanding of these markets and their relative
attractiveness is also evolving. Our expansion of product breadth and depth as well as new geographic markets has

significantly increased the size of our addressable market opportunity. We base our market size and attractiveness
estimates upon considerable research and analysis; however, our estimates are only approximate. Despite the
imprecise nature of our estimates, we believe that our understanding is directionally correct and that we operate in
an enormous aggregate market with significant opportunity for Cimpress to grow should we be successful in
delivering a differentiated and attractive value proposition to customers.

Today, we believe that the revenue opportunity for low-to-medium order quantities (i.e., still within our focus
of small-sized individual orders) in the four product categories below is over $100 billion annually in North America
and Europe and at least $150 billion annually if you include other geographies and consumer products:

•

Small format marketing materials such as business cards, flyers, leaflets, inserts, brochures and
magazines. Businesses of all sizes are the main end users of short-and-medium run lengths (per order
quantities below 2,500 units for business cards and below 20,000 units for other materials).

Large format products such as banners, signs, tradeshow displays, and point-of-sale displays. Businesses
of all sizes are the main end users of short-and-medium run lengths (less than 1,000 units).

Promotional products, apparel and gifts including decorated apparel, bags and textiles, and hard goods
such as pens, USB sticks, and drinkware. The end users of short-and-medium runs of these products
range from businesses to teams, associations and groups, as well as consumers.

Packaging products, such as corrugated board packaging, folded cartons, bags and labels. Businesses
are the primary end users for short-and-medium runs (below 10,000 units).

Our Businesses

Cimpress businesses include those we developed organically (Vistaprint, Vistaprint Corporate Solutions,
Vistaprint India) plus previously independent businesses either that we have fully acquired or in which we have a
majority equity stake. Prior to its acquisition, each of our acquired companies pursued business models that
embodied the principles of mass customization. In other words, each provided a standardized set of products that
could be configured and customized by customers, ordered in relatively low volumes, and produced via relatively
standardized, homogeneous production processes, at prices lower than those charged by traditional producers.

Our businesses collectively operate across North America and Europe, as well as in India, Japan, Brazil,
China and Australia. Their websites typically offer a broad assortment of tools and features allowing customers to
create a product design or upload their own complete design and place an order, either on a completely self-service
basis or with varying levels of assistance. Some of our businesses also use offline techniques to acquire customers
(e.g., mail order, telesales). The combined product assortment across our businesses is extensive, including
offerings in the following product categories: business cards, marketing materials such as flyers and postcards,
digital and marketing services, writing instruments, signage, decorated apparel, promotional products and gifts,
packaging, textiles and magazines and catalogs.

The majority of our revenue is driven by standardized processes and enabled by software. We endeavor to

design these processes and technologies to readily scale as the number of orders received per day increases. In
particular, the more individual jobs we receive in a given time period, the more efficiently we can sort and route jobs
with homogeneous production processes to given nodes of our internal production systems or of our third-party
supply chain. This sortation and subsequent process automation improves production efficiency. We believe that
our strategy of systematizing our service and production systems enables us to deliver value to customers much
more effectively than traditional competitors.

Our businesses operate production facilities in Australia, Austria, Brazil, Canada, China, France, India,

Ireland, Italy, Japan, Mexico, the Netherlands, the United Kingdom and the United States. We also work extensively
with several hundred external fulfillers located across the globe. We believe that the improvements we have made
and the future improvements we intend to make in software technologies that support the design, sortation,
scheduling, production and delivery processes provide us with significant competitive advantage. In many cases our
businesses can produce and ship an order the same day they receive it. Our supply chain systems and processes
seek to drive reduced inventory and working capital as well as faster delivery to customers. In certain of our
company-owned manufacturing facilities, software schedules the near-simultaneous production of different
customized products that have been ordered by the same customer, allowing us to produce and deliver multi-part
orders quickly and efficiently.

We believe that the potential for scale-based advantages is not limited to focused, automated production

lines. Other advantages include the ability to systematically and automatically sort through the voluminous “long tail”
of diverse and uncommon orders in order to group them into more homogeneous categories, and to route them to
production nodes that are specialized for that category of operations and/or which are geographically proximate to
the customer. In such cases, even though the daily production volume of a given production node is small in
comparison to our highest-volume production lines, the homogeneity and volume we are able to achieve is
nonetheless significant relative to traditional suppliers of the long tail product in question; thus, our relative
efficiency gains remain substantial. For this type of long-tail production, we rely heavily on third-party fulfillment
partnerships, which allow us to offer a very diverse set of products. We acquired most of our capabilities in this area
via our investments in Exaprint, Printdeal, Pixartprinting and WIRmachenDRUCK. For instance, the product
assortment of each of these four businesses is measured in the tens of thousands, versus just a few hundred at
Vistaprint traditionally. This deep and broad product offering is important to many customers.

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Our businesses are currently organized into the following four reportable segments:

1. Vistaprint:

Consists of the operations of our Vistaprint-branded websites in
North America, Europe, Australia and New Zealand. This
business also includes our Webs business, which is managed
with the Vistaprint Digital business.

Our Vistaprint business helps more than 17 million micro businesses (companies with fewer than 10
employees) create attractive, professional-quality marketing products at affordable prices and at low
volumes.

2. Upload and Print:

Consists of our druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal, Tradeprint, and
WIRmachenDRUCK businesses.

These Cimpress businesses focus on serving graphic professionals: local printers, print resellers, graphic
artists, advertising agencies and other customers with professional desktop publishing skill sets.

3. National Pen:

Consists of our National Pen business and a few
smaller brands operated by National Pen that are
focused on customized writing instruments and
promotional products, apparel and gifts for small-
and medium-sized businesses.

National Pen serves more than a million small businesses annually across more than 20 countries.
Marketing methods are typically direct mail and telesales, as well as a small yet growing e-commerce site.

4. All Other Businesses:

Consists of multiple small, rapidly evolving early-stage businesses by which Cimpress is expanding to new
markets. These businesses have been combined into one reportable segment based on materiality, the
fact that they are early-stage businesses subject to high degrees of risk, and our expectation that each of
their business models will rapidly evolve in function of future trials and entrepreneurial pivoting. Although
not a comprehensive list, our All Other Businesses reportable segment includes the following:

Vistaprint Corporate Solutions
large corporations, as well as a legacy revenue stream with retail
partners and franchise businesses.

serves medium-sized businesses and

As the online printing leader in Brazil, Printi offers a superior customer
experience with transparent and attractive pricing, reliable service and
quality. Printi is also expanding into the U.S. market.

operates a derivative of the Vistaprint business model,

Vistaprint India
albeit with higher service levels and quality, fully domestic-Indian content,
pricing that is a slight premium to many traditional offline alternatives, and
almost no discounting.
Vistaprint Japan
with a differentiated position relative to competitors who tend to focus on
upload and print, not the self-service, micro-business customer which
Vistaprint Japan serves.

operates a derivative of the Vistaprint business model

India

Japan

Central Procurement

Given the scale of purchasing that happens across Cimpress’ businesses, there is significant value to

coordinating our negotiations and purchasing to gain the benefit of scale. Our central procurement team negotiates
and manages Cimpress-wide contracts for large-scale capital equipment, shipping services and major categories of
raw materials (e.g., paper, plates, ink, etc.).

We are focused on achieving the lowest total cost in our strategic sourcing efforts by concentrating on

quality, logistics, technology and cost, while also striving to use responsible sourcing practices within our supply
chain. Our efforts include the procurement of high-quality materials and equipment that meet our strict
specifications at a low total cost across a growing number of manufacturing locations, with an increasing focus on
supplier compliance with our sustainable paper procurement policy as well as our Supplier Code of Conduct.
Additionally, we work to develop and implement logistics, warehousing, and outbound shipping strategies to provide
a balance of low-cost material availability while limiting our inventory exposure.

Technology

Our businesses typically rely on advanced proprietary technology to attract and retain our customers, to

enable customers to create graphic designs and place orders on our websites, and to aggregate and produce
multiple orders in standardized, scalable processes. Technology is core to our competitive advantage, as without it
our businesses would not be able to produce custom orders in small quantities while achieving the economics that
are more analogous to mass-produced items.

We are building and using our mass customization platform (“MCP”) which is a cloud-based collection of
software services, APIs, web applications and related technology offerings that can be leveraged independently or
together by our businesses and third parties to perform common tasks that are important to mass customization.
Cimpress businesses, and increasingly third-party fulfillers to our various businesses, can leverage different
combinations of MCP services, depending on what capabilities they need to complement their business-specific
technology. MCP is a multi-year investment that remains in its early stages, however many of our businesses are
leveraging some of the technologies that have already been developed and/or shared by other businesses. The
capabilities that are available in the mass customization platform today include customer-facing technologies, such
as those that enable customers to visualize their designs on various products, as well as manufacturing, supply chain,
and logistics technologies that automate various stages of the production and delivery of a product to a customer. The
benefits of the mass customization platform include improved speed to market for new product introduction, reduction
in fulfillment costs, and improvement of product delivery or geographic expansion. Over time, we believe we can
generate significant customer and shareholder value from increased specialization of production facilities, aggregated
scale from multiple businesses, increased product offerings and shared technology development costs.

We intend to continue developing and enhancing our MCP-based customer-facing and manufacturing, supply
chain and logistics technologies and processes. We develop our MCP technology centrally, typically at our offices in
Switzerland, India, the Netherlands, the Czech Republic and the United States.

We also have software and production engineering capabilities in each of our businesses. Our businesses
are constantly seeking to strengthen our manufacturing and supply chain capabilities through engineering

improvements in areas like automation, lean manufacturing, choice of equipment, product manufacturability, materials
science, process control and color control.

Each of our businesses uses a mix of proprietary and third-party technology that supports the specific needs
of that business. Their technology intensity ranges from significant to light, depending on their specific needs. Over
the past few years, an increasing number of our businesses have begun to modernize and modularize their business-
specific technology to enable them to launch more new products faster, provide a better customer experience, more
easily connect to our mass customization platform technologies, and to leverage third-party technologies where we
do not need to bear the cost of developing and maintaining proprietary technologies. For example, our businesses
are increasingly using third-party software for capabilities such as a shopping cart or customer reviews, which are
areas that we can benefit from providing a more e-commerce standard experience, and better leverage engineering
resources to focus on technologies from which we derive competitive advantage.

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In our central Cimpress Technology team and in an increasing number of our decentralized businesses, we
have adopted an agile, micro-services-based approach to technology development that enables multiple businesses
or use cases to leverage this API technology regardless of where it was originally developed. We believe this
development approach can help our businesses serve customers and scale operations more rapidly than could have
been done as an individual business outside Cimpress.

Competition

The markets for the products our businesses produce and sell are intensely competitive, highly fragmented
and geographically dispersed, with many existing and potential competitors. We have very low market share relative
to the total. Within this highly competitive context, our businesses compete on the basis of breadth and depth of product
offerings; price; convenience; quality; technology; design content, tools, and assistance; customer service; ease of
use; and production and delivery speed. It is our intention to offer a broad selection of high-quality products as well
as related services at low price points and in doing so, offer our customers an attractive value proposition. Our current
competition includes a combination of the following:

•

traditional offline suppliers and graphic design providers;

online printing and graphic design companies, many of which provide products and services similar to ours;

office superstores, drug store chains, food retailers and other major retailers targeting small business and
consumer markets;

wholesale printers;

self-service desktop design and publishing using personal computer software;

email marketing services companies;

website design and hosting companies;

suppliers of customized apparel, promotional products and gifts;

online photo product companies;

internet firms and retailers;

online providers of custom printing services that outsource production to third party printers; and

providers of other digital marketing such as social media, local search directories and other providers.

As we expand our geographic reach, product and service portfolio and customer base, our competition
increases. Our geographic expansion creates competition with companies that have a multi-national presence as well
as experienced local firms that have an excellent understanding of customer needs specific to each country. Product
offerings such as photo products, packaging, websites, email marketing, signage, apparel and promotional products
have resulted in new competition as we entered those markets. We encounter competition from large retailers offering

a wide breadth of products and highly focused companies specializing in a subset of our customers or product offerings.
Given the state of maturity of the online mass customization market, we believe that in aggregate, offline providers
remain our biggest competition.

Barriers to entry have been lowered in many of our markets, and new players have entered the mass
customization space, enabled by asset-light models, software-driven print-fulfillment platforms, innovation in production
technology, and/or benefits of an intense focus on a niche product or geographic market. We believe that the long-
term leaders in terms of transforming these markets via mass customization will be the companies that are innovative
and agile, but also bring significant scale-based advantages to drive value to customers in the form of product selection,
quality and cost, as well as service.

Social and Environmental Responsibility

Above and beyond compliance with applicable laws and regulations, we expect all parts of Cimpress to

conduct business in a socially responsible, ethical manner. Examples of these efforts are:

•

Environmental - We regularly evaluate ways to minimize the impact of our operations on the environment.
In terms of combating CO2 pollution, we have established and centrally fund a company-wide carbon emissions
reduction program to lower emissions at a rate in line with - or better than - science-based targets established
in 2015 at the United Nations Global Change Conference (COP21 “Paris Climate Accord”). Our plan includes
investments in energy-reducing infrastructure and equipment and renewable energy sourcing. In 2017 we
reduced our carbon intensity per million USD of revenue by 12% and we seek to make further improvements
each year going forward for the foreseeable future.

In terms of responsible forestry, we have converted the vast majority of the paper we print on in our Cimpress
owned production facilities to the leading certification of responsible forestry practices. This certification
confirms that the paper we print on comes from responsibly managed forests that meet high environmental
and social standards.

Fair labor practices - We make recruiting, retention, and other performance management related decisions
based solely on merit and other organizational needs and considerations, such as an individual’s ability to do
their job with excellence and in alignment with the company’s strategic and operational objectives. We do not
tolerate discrimination on any basis protected by human rights laws or anti-discrimination regulations, and we
strive to do more in this regard than the law requires. We are committed to a work environment where team
members are treated with respect and fairness. We value individual differences, unique perspectives and the
distinct contributions that each one of us can make to the company.

Team member health and safety - We do not tolerate unsafe conditions that may endanger team members
or other parties. We require training on – and compliance with – safe work practices and procedures at all
manufacturing facilities to ensure the safety of team members and visitors to our plant floors.

Ethical supply chain - It is important to us that our supply chain reflects our commitment to doing business
with the highest standards of ethics and integrity. Each Cimpress business seeks to ensure its supply chain
does not allow for unacceptable practices such as environmental crimes, child labor, slavery or unsafe working
conditions.

More information can be found at www.cimpress.com in our Corporate Social Responsibility section, including
links to reports and documents such as our supplier code of conduct, compliance with the UK anti-slavery act and our
supply chain transparency disclosure.

Intellectual Property

We seek to protect our proprietary rights through a combination of patents, copyrights, trade secrets, trademarks
and contractual restrictions. We enter into confidentiality and proprietary rights agreements with our employees,
consultants and business partners, and control access to, and distribution of, our proprietary information. We have
registered, or applied for the registration of, a number of U.S. and international domain names, trademarks, and
copyrights. Additionally, we have filed U.S. and international patent applications for certain of our proprietary technology.

Additional information regarding the risks associated with our intellectual property is contained in “Item 1A.

Risk Factors” of this Form 10-K.

Business Segment and Geographic Information

For information about our reporting segments and geographic information about our revenues, segment profit
and long-lived assets, see Item 8 of Part II, “Financial Statements and Supplementary Data — Note 16 — Segment
Information” and Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” The descriptions of our business, products, and markets in this section apply to all of our operating
segments.

Seasonality

Our profitability has historically been highly seasonal. Our second fiscal quarter, ending December 31, includes
the majority of the holiday shopping season and has become our strongest quarter for sales of our consumer-oriented
products, such as holiday cards, calendars, photo books, and personalized gifts.

Operating income during the second fiscal quarter represented 46% and 86% of annual operating income in
the years ended June 30, 2018 and 2016, respectively. During the year ended June 30, 2017, in a period we recognized
a loss from operations, the second quarter was the only profitable quarter during the year. Our National Pen business,
which we acquired on December 30, 2017, is highly seasonal and we expect their second quarter to include the majority
of the profits generated in the fiscal year.

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Employees

As of June 30, 2018, we had approximately 10,800 full-time and approximately 1,200 temporary employees

worldwide.

Corporate Information

Cimpress N.V. (formerly named Vistaprint N.V.) was incorporated under the laws of the Netherlands on June
5, 2009 and on August 30, 2009 became the publicly traded parent company of the Cimpress group of entities. We
maintain our registered office at Hudsonweg 8, 5928 LW Venlo, the Netherlands. Our telephone number in the
Netherlands is +31-77-850-7700.

Available Information

We make available, free of charge through our United States website, the reports, proxy statements,
amendments and other materials we file with or furnish to the SEC as soon as reasonably practicable after we
electronically file or furnish such materials with or to the SEC. The address of our United States website is
www.cimpress.com. We are not including the information contained on our website, or information that can be accessed
by links contained on our website, as a part of, or incorporating it by reference into, this Annual Report on Form 10-
K.

Item 1A.

Risk Factors

Our future results may vary materially from those contained in forward-looking statements that we make in
this Report and other filings with the SEC, press releases, communications with investors, and oral statements due
to the following important factors, among others. Our forward-looking statements in this Report and in any other
public statements we make may turn out to be wrong. These statements can be affected by, among other things,
inaccurate assumptions we might make or by known or unknown risks and uncertainties or risks we currently deem
immaterial. Consequently, no forward-looking statement can be guaranteed.
We undertake no obligation to update
any forward-looking statements, whether as a result of new information, future events, or otherwise, except as
required by law.

Risks Related to Our Business

If our long-term growth strategy is not successful, our business and financial results could be harmed.

We may not achieve our long-term objectives, and our investments in our business may fail to impact our
results and growth as anticipated. Some of the factors that could cause our business strategy to fail to achieve our
objectives include the following, among others:

•

our failure to adequately execute our strategy or anticipate and overcome obstacles to achieving our
strategic goals

our failure to develop our mass customization platform or the failure of the platform to drive the efficiencies
and competitive advantage we expect

our failure to manage the growth, complexity, and pace of change of our business and expand our
operations

our failure to acquire, at a value-accretive price or at all, businesses that enhance the growth and
development of our business or to effectively integrate the businesses we do acquire into our business

our inability to purchase or develop technologies and other key assets and capabilities to increase our
efficiency, enhance our competitive advantage, and scale our operations

our failure to realize the anticipated benefits of the decentralization of our operations

the failure of our current supply chain to provide the resources we need at the standards we require and our
inability to develop new or enhanced supply chains

our failure to acquire new customers and enter new markets, retain our current customers, and sell more
products to current and new customers

our failure to address inefficiencies and performance issues in some of our businesses and markets

our failure to sustain growth in relatively mature markets

our failure to promote, strengthen, and protect our brands

our failure to effectively manage competition and overlap within our brand portfolio

the failure of our current and new marketing channels to attract customers

our failure to realize expected returns on our capital allocation decisions

unanticipated changes in our business, current and anticipated markets, industry, or competitive landscape

our failure to attract and retain skilled talent needed to execute our strategy and sustain our growth

general economic conditions

If our strategy is not successful, then our revenue, earnings, cash flows and value may not grow as

anticipated, be negatively impacted, or decline, our reputation and brands may be damaged, and the price of our
shares may decline. In addition, we may change our strategy from time to time, which can cause fluctuations in our
financial results and volatility in our share price.

Purchasers of customized products may not choose to shop online, which would limit our acquisition of
new customers that are necessary to the success of our business.

We sell most of our products and services through the Internet. Because the online market for most of our

products and services is not mature, our success depends in part on our ability to attract customers who have
historically purchased products and services we offer through offline channels. Specific factors that could prevent
prospective customers from purchasing from us online include the following:

•

concerns about buying customized products without face-to-face interaction with design or sales personnel

the inability to physically handle and examine product samples before making a purchase

delivery time associated with Internet orders

•

concerns about the security of online transactions and the privacy of personal information

delayed or lost shipments or shipments of incorrect or damaged products

a desire to support and buy from local businesses

limited access to the Internet

the inconvenience associated with returning or exchanging purchased items

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In addition, our internal research shows that an increasing number of current and potential customers
access our websites using smart phones or tablets and that our website visits using traditional computers may
decline. Designing and purchasing custom designed products on a smart phone, tablet, or other mobile device is
more difficult than doing so with a traditional computer due to limited screen sizes and bandwidth constraints. If our
customers and potential customers have difficulty accessing and using our websites and technologies, then our
revenue could decline.

We may not succeed in promoting and strengthening our brands, which could prevent us from acquiring
new customers and increasing revenues.

A primary component of our business strategy is to promote and strengthen our brands to attract new and

repeat customers, and we face significant competition from other companies in our markets who also seek to
establish strong brands. To promote and strengthen our brands, we must incur substantial marketing expenses and
establish a relationship of trust with our customers by providing a high-quality customer experience, which requires
us to invest substantial amounts of our resources. Our ability to provide a high-quality customer experience is also
dependent on external factors over which we may have little or no control, such as the reliability and performance of
our suppliers, third-party fulfillers, third-party carriers, and communication infrastructure providers. If we are unable
to promote our brands or provide customers with a high-quality customer experience, we may fail to attract new
customers, maintain customer relationships, and sustain or increase our revenues.

We manage our business for long-term results, and our quarterly and annual financial results often
fluctuate, which may lead to volatility in our share price.

Our revenues and operating results often vary significantly from period to period due to a number of factors,
and as a result comparing our financial results on a period-to-period basis may not be meaningful. We prioritize our
uppermost financial objective of maximizing our intrinsic value per share even at the expense of shorter-term results
and do not manage our business to maximize current period reported financial results, including our GAAP net
income and operating cash flow and other results we report. Many of the factors that lead to period-to-period
fluctuations are outside of our control; however, some factors are inherent in our business strategies. Some of the
specific factors that could cause our operating results to fluctuate from quarter to quarter or year to year include
among others:

•

investments in our business in the current period intended to generate longer-term returns, where the costs
in the near term will not be offset by revenue or cost savings until future periods, if at all;

seasonality-driven or other variations in the demand for our products and services, in particular during our
second fiscal quarter;

currency and interest rate fluctuations, which affect our revenues, costs, and fair value of our assets and
liabilities;

our hedging activity;

our ability to attract and retain customers and generate purchases;

shifts in revenue mix toward less profitable products and brands;

the commencement or termination of agreements with our strategic partners, suppliers, and others;

•

our ability to manage our production, fulfillment, and support operations;

costs to produce and deliver our products and provide our services, including the effects of inflation;

our pricing and marketing strategies and those of our competitors;

expenses and charges related to our compensation arrangements with our executives and employees;

costs and charges resulting from litigation;

significant increases in credits, beyond our estimated allowances, for customers who are not satisfied with
our products;

changes in our income tax rate;

costs to acquire businesses or integrate our acquired businesses;

financing costs;

impairments of our tangible and intangible assets including goodwill; and

the results of our minority investments and joint ventures.

Some of our expenses, such as office leases, depreciation related to previously acquired property and

equipment, and personnel costs, are relatively fixed, and we may be unable to, or may not choose to, adjust
operating expenses to offset any revenue shortfall. Accordingly, any shortfall in revenue may cause significant
variation in operating results in any period. Our operating results may sometimes be below the expectations of
public market analysts and investors, in which case the price of our ordinary shares may decline.

We may not be successful in developing our mass customization platform or in realizing the anticipated
benefits of the platform.

A key component of our strategy is the development of a mass customization platform. The process of

developing new technology is complex, costly, and uncertain, and the development effort could be disruptive to our
business and existing systems. We must make long-term investments, develop or obtain appropriate intellectual
property, and commit significant resources before knowing whether our mass customization platform will be
successful and make us more effective and competitive. As a result, there can be no assurance that we will
successfully complete the development of the platform, that our diverse businesses will realize value from the
platform, or that we will realize expected returns on the capital expended to develop the platform.

In addition, we are aware that other companies are developing platforms that could compete with ours. If a

competitor were to develop and reach scale with a platform before we do, our competitive position could be
harmed.

Our global operations, decentralized organizational structure, and expansion place a significant strain on
our management, employees, facilities, and other resources and subject us to additional risks.

We are a global company with production facilities, offices, and localized websites in many countries across

six continents, and we have decentralized our organizational structure and operations. We expect to establish
operations, acquire or invest in businesses, and sell our products and services in additional geographic regions,
including emerging markets, where we may have limited or no experience. We may not be successful in all regions
and markets in which we invest or where we establish operations, which may be costly to us. We are subject to a
number of risks and challenges that relate to our global operations, decentralization, and expansion, including,
among others:

•

difficulty managing operations in, and communications among, multiple businesses, locations, and time
zones;

•

difficulty complying with multiple tax laws, treaties, and regulations and limiting our exposure to onerous or
unanticipated taxes, duties, and other costs;

our failure to improve and adapt our financial and operational controls to manage our decentralized
business and comply with our legal obligations;

the challenge of complying with disparate laws in multiple countries, such as local regulations that may
impair our ability to conduct our business as planned, protectionist laws that favor local businesses, and
restrictions imposed by local labor laws;

our inexperience in marketing and selling our products and services within unfamiliar countries and
cultures;

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challenges of working with local business partners;

our failure to properly understand and develop graphic design content and product formats and attributes
appropriate for local tastes;

disruptions caused by political and social instability that may occur in some countries;

corrupt business practices, such as bribery or the willful infringement of intellectual property rights, that may
be common in some countries or in some sales channels and markets;

difficulty repatriating cash from some countries;

difficulty importing and exporting our products across country borders and difficulty complying with customs
regulations in the many countries where we sell products;

disruptions or cessation of important components of our international supply chain; and

failure of local laws to provide a sufficient degree of protection against infringement of our intellectual
property.

There is considerable uncertainty about the economic and regulatory effects of the United Kingdom's exit
from the European Union (commonly referred to as "Brexit"). The UK is one of our largest markets in Europe, but
we currently ship products to UK customers primarily from continental Europe. If Brexit results in greater restrictions
on imports and exports between the UK and the EU or increased regulatory complexity, then our operations and
financial results could be negatively impacted.

In addition, we are exposed to fluctuations in currency exchange rates that may impact items such as the

translation of our revenues and expenses, remeasurement of our intercompany balances, and the value of our cash
and cash equivalents and other assets and liabilities denominated in currencies other than the U.S. dollar, our
reporting currency. The hedging activities we engage in may not mitigate the net impact of currency exchange rate
fluctuations, and our financial results may differ materially from expectations as a result of such fluctuations.

Failure to protect our information systems and the confidential information of our customers, employees,
and business partners against security breaches or thefts could damage our reputation and brands,
subject us to litigation and enforcement actions, and substantially harm our business and results of
operations.

Our business involves the receipt, storage, and transmission of customers' personal and payment
information, as well as confidential information about our business, employees, suppliers, and business partners,
some of which is entrusted to third-party service providers, partners, and vendors. Our information systems and
those of third parties with which we share information are vulnerable to an increasing threat of cyber security risks,
including physical and electronic break-ins, computer viruses, and phishing and other social engineering scams,
among other risks. As security threats evolve and become more sophisticated and more difficult to detect and
defend against, a hacker or thief may defeat our security measures, or those of our third-party service provider,
partner, or vendor, and obtain confidential or personal information. We or the third party may not discover the
security breach and theft of information for a significant period of time after the breach occurs. We may need to

expend significant resources to protect against security breaches and thefts of data or to address problems caused
by breaches or thefts, and we may not be able to anticipate cyber attacks or implement adequate preventative
measures. Any compromise or breach of our information systems or the information systems of third parties with
which we share information could, among other things:

•

damage our reputation and brands;

expose us to losses, remediation costs, litigation, enforcement actions, and possible liability;

result in a failure to comply with legal and industry privacy regulations and standards;

lead to the misuse of our and our customers' confidential or personal information;

cause interruptions in our operations; and

cause us to lose revenue if existing and potential customers believe that their personal and payment
information may not be safe with us.

We are subject to the laws of many states, countries, and regions and industry guidelines and principles

governing the collection, use, retention, disclosure, sharing, and security of data that we receive from and about our
customers and employees. Any failure or perceived failure by us to comply with any of these laws, guidelines, or
principles could result in actions against us by governmental entities or others, a loss of customer confidence, and
damage to our brands, any of which could have an adverse effect on our business. In addition, the regulatory
landscape is constantly changing, as various regulatory bodies throughout the world enact new laws concerning
privacy, data retention, data transfer and data protection. For example, the recent General Data Protection
Regulation in Europe includes operational and compliance requirements that are different than those previously in
place and also includes significant penalties for non-compliance. Complying with these varying and changing
requirements could cause us to incur substantial costs or require us to change our business practices in a manner
adverse to our business and operating results.

Acquisitions and strategic investments may be disruptive to our business.

An important way in which we pursue our strategy is to selectively acquire businesses, technologies, and
services and make minority investments in businesses and joint ventures. The time and expense associated with
finding suitable businesses, technologies, or services to acquire or invest in can be disruptive to our ongoing
business and divert our management's attention. In addition, we have needed in the past, and may need in the
future, to seek financing for acquisitions and investments, which may not be available on terms that are favorable to
us, or at all, and can cause dilution to our shareholders, cause us to incur additional debt, or subject us to
covenants restricting the activities we may undertake.

Our acquisitions and strategic investments may fail to achieve our goals.

An acquisition, minority investment, or joint venture may fail to achieve our goals and expectations for a

number of reasons including the following:

•

The business we acquired or invested in may not perform as well as we expected.

• We may overpay for acquired businesses, which can, among other things, negatively affect our intrinsic

value per share.

• We may fail to integrate acquired businesses, technologies, services, or internal systems effectively, or the

integration may be more expensive or take more time than we anticipated.

•

The management of our minority investments and joint ventures may be more expensive or may take more
resources than we expected.

• We may not realize the anticipated benefits of integrating acquired businesses into our mass customization

platform.

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• We may encounter cultural or language challenges in integrating an acquired business or managing our

minority investment in a business.

• We may not be able to retain customers and key employees of the acquired businesses, and we and the
businesses we acquire or invest in may not be able to cross sell products and services to each other's
customers.

We generally assume the liabilities of businesses we acquire, which could include liability for an acquired

business' violation of law that occurred before we acquired it. In addition, we have historically acquired smaller,
privately held companies that may not have as strong a culture of legal compliance or as robust financial controls as
a larger, publicly traded company like Cimpress, and if we fail to implement adequate training, controls, and
monitoring of the acquired companies, we could also be liable for post-acquisition legal violations.

Our acquisitions and minority investments can negatively impact our financial results.

Acquisitions and minority investments can be costly, and some of our acquisitions and investments may be

dilutive, leading to reduced earnings. Acquisitions and investments can result in increased expenses including
impairments of goodwill and intangible assets if financial goals are not achieved, assumptions of contingent or
unanticipated liabilities, amortization of acquired intangible assets, and increased tax costs.

In addition, the accounting for our acquisitions and minority investments requires us to make significant

estimates, judgments, and assumptions that can change from period to period, based in part on factors outside of
our control, which can create volatility in our financial results. For example, we often pay a portion of the purchase
price for our acquisitions in the form of an earn out based on performance targets for the acquired companies or
enter into obligations or options to purchase non-controlling interests in our minority investments, which can be
difficult to forecast. If in the future our assumptions change and we determine that higher levels of achievement are
likely under our earn outs or future purchase obligations, we will need to pay and record additional amounts to
reflect the increased purchase price. These additional amounts could be significant and could adversely impact our
results of operations.

Furthermore, earn-out provisions can lead to disputes with the sellers about the achievement of the earn-

out performance targets, earn-out performance targets can sometimes create inadvertent incentives for the
acquired company's management to take short-term actions designed to maximize the earn out instead of
benefiting the business, and strong performance of the underlying business could result in material payments
pursuant to earn-out provisions or future purchase obligations that may or may not reflect the fair market value of
the asset at that time.

If we are unable to attract new and repeat customers in a cost-effective manner, orr ur business and results of
operations could be harmed.

Our success depends on our ability to attract new and repeat customers in a cost-effective manner. We rely

on a variety of methods to do this including drawing visitors to our websites, promoting our products and services
through search engines such as Google, Bing, and Yahoo!, email, direct mail, advertising banners and other online
links, broadcast media, telesales and word-of-mouth customer referrals. If the search engines on which we rely
modify their algorithms, terminate their relationships with us, or increase the prices at which we may purchase
listings, our costs could increase, and fewer customers may click through to our websites. If links to our websites
are not displayed prominently in online search results, if fewer customers click through to our websites, if our direct
mail marketing campaigns are not effective, or if the costs of attracting customers using any of our current methods
significantly increase, then our ability to efficiently attract new and repeat customers would be reduced, our revenue
and net income could decline, and our business and results of operations would be harmed.

Seasonal fluctuations in our business place a strain on our operations and resources.

Our profitability has historically been highly seasonal. Our second fiscal quarter includes the majority of the

holiday shopping season and accounts for a disproportionately high portion of our earnings for the year, primarily
due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized
gifts. In addition, the National Pen business we acquired in December 2016 has historically generated nearly all of
its profits during the December quarter. Our operating income during the second fiscal quarter represented 46%
and 86% of annual operating income in the years ended June 30, 2018 and 2016, respectively, and during the year

ended June 30, 2017, in a period we recognized a loss from operations, the second quarter was the only profitable
quarter. In anticipation of increased sales activity during our second fiscal quarter holiday season, we typically incur
significant additional capacity related expenses each year to meet our seasonal needs, including facility
expansions, equipment purchases and leases, and increases in the number of temporary and permanent
employees. Lower than expected sales during the second quarter would likely have a disproportionately large
impact on our operating results and financial condition for the full fiscal year. In addition, if our manufacturing and
other operations are unable to keep up with the high volume of orders during our second fiscal quarter or we
experience inefficiencies in our production, then our costs may be significantly higher, and we and our customers
can experience delays in order fulfillment and delivery and other disruptions. If we are unable to accurately forecast
and respond to seasonality in our business, our business and results of operations may be materially harmed.

Our hedging activity could negatively impact our results of operations, cash flows, or leverage.

We have entered into derivatives to manage our exposure to interest rate and currency movements. If we

do not accurately forecast our results of operations, execute contracts that do not effectively mitigate our economic
exposure to interest rates and currency rates, elect to not apply hedge accounting, or fail to comply with the
complex accounting requirements for hedging, our results of operations and cash flows could be volatile, as well as
negatively impacted. Also, our hedging objectives may be targeted at improving our non-GAAP financial metrics,
which could result in increased volatility in our GAAP results. Since some of our hedging activity addresses long-
term exposures, such as our net investment in our subsidiaries, the gains or losses on those hedges could be
recognized before the offsetting exposure materializes to offset them. This could result in our having to borrow to
settle a loss on a derivative without an offsetting cash inflow, potentially causing volatility in our cash or debt
balances and therefore our leverage.

Our businesses face risks related to interruption of our operations and lack of redundancy.

Our businesses' production facilities, websites, infrastructure, supply chain, customer service centers, and
operations may be vulnerable to interruptions, and our businesses do not have redundancies or alternatives in all
cases to carry on these operations in the event of an interruption. In addition, because our businesses are
dependent in part on third parties for the implementation and maintenance of certain aspects of their
communications and production systems, they may not be able to remedy interruptions to these systems in a timely
manner or at all due to factors outside of their control. Some of the events that could cause interruptions in our
businesses' operations or systems are the following, among others:

•

fire, natural disasters, or extreme weather

labor strike, work stoppage, or other issues with our workforce

political instability or acts of terrorism or war

power loss or telecommunication failure

attacks on our external websites or internal network by hackers or other malicious parties

undetected errors or design faults in our technology, infrastructure, and processes that may cause our
websites to fail

inadequate capacity in our systems and infrastructure to cope with periods of high volume and demand

human error, including poor managerial judgment or oversight

Any interruptions to our businesses' systems or operations could result in lost revenue, increased costs,
negative publicity, damage to our businesses' reputation and brands, and an adverse effect on our business and
results of operations. Building redundancies into our businesses' infrastructure, systems, and supply chain to
mitigate these risks may require us to commit substantial financial, operational, and technical resources, in some
cases before the volume of their business increases with no assurance that their revenues will increase.

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We face intense competition, and we expect our competition to continue to increase.

The markets for our products and services are intensely competitive, highly fragmented, and geographically

dispersed. The competitive landscape for e-commerce companies continues to change as new e-commerce
businesses are introduced and traditional “bricks and mortar” businesses establish an online presence. Competition
may result in price pressure, reduced profit margins, and loss of market share and brand recognition, any of which
could substantially harm our business and financial results. Current and potential competitors include the following
(in no particular order):

•

traditional offline suppliers and graphic design providers

online printing and graphic design companies

office superstores, drug store chains, food retailers, and other major retailers targeting small business and
consumer markets

wholesale printers

self-service desktop design and publishing using personal computer software

email marketing services companies

website design and hosting companies

suppliers of customized apparel, promotional products, gifts, and packaging

online photo product companies

Internet retailers

online providers of custom printing services that outsource production to third party printers

providers of digital marketing such as social media and local search directories

Many of our current and potential competitors have advantages over us, including longer operating
histories, greater brand recognition or loyalty, more focus on a given subset of our business, or significantly greater
financial, marketing, and other resources. Many of our competitors currently work together, and additional
competitors may do so in the future through strategic business agreements or acquisitions. In addition, we have in
the past and may in the future choose to collaborate with some of our existing and potential competitors in strategic
partnerships that we believe will improve our competitive position and financial results. It is possible, however, that
such ventures will be unsuccessful and that our competitive position and financial results will be adversely affected
as a result of such collaboration.

Failure to meet our customers' price expectations would adversely affect our business and results of
operations.

Demand for our products and services is sensitive to price for almost all of our businesses, and changes in

our pricing strategies, including shipping pricing, have had a significant impact on the numbers of customers and
orders in some regions, which in turn affects our revenues, profitability, and results of operations. Many factors can
significantly impact our pricing and marketing strategies, including the costs of running our business, our
competitors' pricing and marketing strategies, and the effects of inflation. If we fail to meet our customers' price
expectations, our business and results of operations may suffer.

We are subject to safety, hyy ealth, and environmental laws and regulations, which could result in liabilities,
cost increases, or restrictions on our operations.

We are subject to a variety of safety, health and environmental, or SHE, laws and regulations in each of the

jurisdictions in which we operate. These laws and regulations govern, among other things, air emissions,
wastewater discharges, the storage, handling and disposal of hazardous and other regulated substances and

wastes, soil and groundwater contamination and employee health and safety. We use regulated substances such
as inks and solvents, and generate air emissions and other discharges at our manufacturing facilities, and some of
our facilities are required to hold environmental permits. If we fail to comply with existing SHE requirements, or new,
more stringent SHE requirements applicable to us are imposed, we may be subject to monetary fines, civil or
criminal sanctions, third-party claims, or the limitation or suspension of our operations. In addition, if we are found to
be responsible for hazardous substances at any location (including, for example, offsite waste disposal facilities or
facilities at which we formerly operated), we may be responsible for the cost of cleaning up contamination,
regardless of fault, as well as for claims for harm to health or property or for natural resource damages arising out of
contamination or exposure to hazardous substances.

In some cases we pursue self-imposed socially responsible policies that are more stringent than is typically

required by laws and regulations, for instance in the areas of worker safety, team member social benefits and
environmental protection such as carbon reduction initiatives. The costs of this added SHE effort are often
substantial and could grow over time.

The loss of key personnel or an inability to attract and retain additional personnel could affect our ability to
successfully grow our business.

We are highly dependent upon the continued service and performance of our senior management and key
technical, marketing, and production personnel, any of whom may cease their employment with us at any time with
minimal advance notice. We face intense competition for qualified individuals from many other companies in diverse
industries. The loss of one or more of our key employees may significantly delay or prevent the achievement of our
business objectives, and our failure to attract and retain suitably qualified individuals or to adequately plan for
succession could have an adverse effect on our ability to implement our business plan.

Our credit facility and the indenture that governs our senior notes restrict our current and future
operations, particularly our ability to respond to changes or to take certain actions.

Our senior secured credit facility, which we refer to as our credit facility, and the indenture that governs our

7.0% senior unsecured notes due 2026, which we refer to as our senior notes, contain a number of restrictive
covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in
acts that may be in our best interest, including restrictions on our ability to:

•

incur additional indebtedness, guarantee indebtedness, and incur liens;

• pay dividends or make other distributions or repurchase or redeem capital stock;

• prepay, redeem, or repurchase certain subordinated debt;

•

issue certain preferred stock or similar redeemable equity securities;

• make loans and investments;

•

sell assets;

• enter into transactions with affiliates;

• alter the businesses we conduct;

• enter into agreements restricting our subsidiaries’ ability to pay dividends; and

•

consolidate, merge, or sell all or substantially all of our assets.

As a result of these restrictions, we may be limited in how we conduct our business, grow in accordance
with our strategy, compete effectively, or take advantage of new business opportunities. In addition, the restrictive
covenants in the credit facility require us to maintain specified financial ratios and satisfy other financial condition
tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may
be unable to meet them.

A default under our indenture or credit facility would have a material, adverse effect on our business.

Our failure to make scheduled payments on our debt or our breach of the covenants or restrictions under
the indenture that governs our senior notes or under our credit facility could result in an event of default under the
applicable indebtedness. Such a default would have a material, adverse effect on our business and financial
condition, including the following, among others:

• Our lenders could declare all outstanding principal and interest to be due and payable, and we and our

subsidiaries may not have sufficient assets to repay that indebtedness.

• Our secured lenders could foreclose against the assets securing their borrowings.

• Our lenders under the credit facility could terminate all commitments to extend further credit under that

facility.

• We could be forced into bankruptcy or liquidation.

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Our material indebtedness and interest expense could adversely affect our financial condition.

As of June 30, 2018, our total debt was $839.4 million, made up of $400.0 million of senior notes, $432.4
million of loan obligations under our credit facility and $7.0 million of other debt. We had unused commitments of
$689.7 million under our credit facility (after giving effect to letter of credit obligations).

Subject to the limits contained in the credit facility, the indenture that governs our senior notes, and our
other debt instruments, we may be able to incur substantial additional debt from time to time to finance working
capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our
level of debt could intensify. Specifically, our level of debt could have important consequences, including the
following:

• making it more difficult for us to satisfy our obligations with respect to our debt;

•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures,
acquisitions, or other general corporate requirements;

requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other
purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures,
acquisitions, and other general corporate purposes;

•

increasing our vulnerability to general adverse economic and industry conditions;

• exposing us to the risk of increased interest rates as some of our borrowings, including borrowings under

our credit facility, are at variable rates of interest;

•

limiting our flexibility in planning for and reacting to changes in the industry and marketplaces in which we
compete;

• placing us at a disadvantage compared to other, less leveraged competitors; and

•

increasing our cost of borrowing.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take
other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial
condition and operating performance, which are subject to economic and competitive conditions and to various
financial, business, legislative, regulatory, and other factors beyond our control. We may be unable to maintain a
level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest

on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we
could face substantial liquidity problems and could be forced to reduce or delay investments and capital
expenditures or to dispose of material assets or operations, seek additional debt or equity capital, or restructure or
refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on
commercially reasonable terms or at all.

If we cannot make scheduled payments on our debt, we will be in default. Our inability to generate sufficient

cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at
all, would materially and adversely affect our financial position and results of operations.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service
obligations to increase significantly.

Borrowings under our credit facility are at variable rates of interest and expose us to interest rate risk, and

any interest rate swaps we enter into in order to reduce interest rate volatility may not fully mitigate our interest rate
risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase
even if the amount borrowed remained the same, and our net income and cash flows, including cash available for
servicing our indebtedness, will correspondingly decrease. As of June 30, 2018, a hypothetical 100 basis point
increase in rates, inclusive of our outstanding interest rate swaps, would result in an increase of interest expense of
approximately $2.4 million over the next 12 months.

Border controls and duties and restrictions on cross-border commerce may negatively impact our
business.

Many governments impose restrictions on shipping goods into their countries, as well as protectionist

measures such as customs duties and tariffs that may apply directly to product categories comprising a material
portion of our revenues. The customs laws, rules and regulations that we are required to comply with are complex
and subject to unpredictable enforcement and modification. As a result of these restrictions, we have from time to
time experienced delays in shipping our manufactured products into certain countries, and changes in cross-border
regulations could have a significant negative effect on our business. For example, the current United States
administration has made, and may continue to make, major changes in trade policy between the United States and
other countries, such as the imposition of additional tariffs and duties on imported products. Because we produce
most physical products for our United States customers at our facilities in Canada and Mexico and we source most
materials for our products outside the United States, including material amounts of sourcing from China, future
changes in tax policy or trade relations could adversely affect our business and results of operations.

If we are unable to protect our intellectual property rights, our reputation and brands could be damaged,
and others may be able to use our technology, wyy
results.

hich could substantially harm our business and financial

We rely on a combination of patents, trademarks, trade secrets, copyrights, and contractual restrictions to
protect our intellectual property, but these protective measures afford only limited protection. Despite our efforts to
protect our proprietary rights, unauthorized parties may be able to copy or use technology or information that we
consider proprietary. There can be no guarantee that any of our pending patent applications or continuation patent
applications will be granted, and from time to time we face infringement, invalidity, intellectual property ownership,
or similar claims brought by third parties with respect to our patents. In addition, despite our trademark registrations
throughout the world, our competitors or other entities may adopt names, marks, or domain names similar to ours,
thereby impeding our ability to build brand identity and possibly leading to customer confusion. Enforcing our
intellectual property rights can be extremely costly, and a failure to protect or enforce these rights could damage our
reputation and brands and substantially harm our business and financial results.

Intellectual property disputes and litigation are costly and could cause us to lose our exclusive rights,
equire us to stop some of our business activities.
subject us to liability, or r

From time to time, we receive claims from third parties that we infringe their intellectual property rights, that
we are required to enter into patent licenses covering aspects of the technology we use in our business, or that we
improperly obtained or used their confidential or proprietary information. Any litigation, settlement, license, or other
proceeding relating to intellectual property rights, even if we settle it or it is resolved in our favor, could be costly,
divert our management's efforts from managing and growing our business, and create uncertainties that may make

it more difficult to run our operations. If any parties successfully claim that we infringe their intellectual property
rights, we might be forced to pay significant damages and attorney's fees, and we could be restricted from using
certain technologies important to the operation of our business.

Our business is dependent on the Internet, and unfavorable changes in government regulation of the
Internet, e-commerce, and email marketing could substantially harm our business and financial results.

Due to our dependence on the Internet for most of our sales, laws specifically governing the Internet, e-

commerce, and email marketing may have a greater impact on our operations than other more traditional
businesses. Existing and future laws, such as laws covering pricing, customs, privacy, consumer protection, or
commercial email, may impede the growth of e-commerce and our ability to compete with traditional “bricks and
mortar” retailers. Existing and future laws or unfavorable changes or interpretations of these laws could
substantially harm our business and financial results.

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The failure of our business partners to use legal and ethical business practices could negatively impact our
business.

We contract with multiple business partners in an increasing number of jurisdictions worldwide, including

sourcing the raw materials for the products we sell from an expanding number of suppliers and contracting with
third-party merchants and manufacturers for the placement and fulfillment of customer orders. We require our
suppliers, fulfillers, and merchants to operate in compliance with all applicable laws, including those regarding
corruption, working conditions, employment practices, safety and health, and environmental compliance, but we
cannot control their business practices. We may not be able to adequately vet, monitor, and audit our many
business partners (or their suppliers) throughout the world, and our decentralized structure heightens this risk, as
not all of our businesses have equal resources to manage their business partners. If any of them violates labor,
environmental, or other laws or implements business practices that are regarded as unethical or inconsistent with
our values, our reputation could be severely damaged, and our supply chain and order fulfillment process could be
interrupted, which could harm our sales and results of operations.

If we were required to review the content that our customers incorporate into our products and interdict the
shipment of products that violate copyright protections or other laws, our costs would significantly
increase, which would harm our results of operations.

Because of our focus on automation and high volumes, the vast majority of our sales do not involve any

human-based review of content. Although our websites' terms of use specifically require customers to make
representations about the legality and ownership of the content they upload for production, there is a risk that a
customer may supply an image or other content for an order we produce that is the property of another party used
without permission, that infringes the copyright or trademark of another party, or that would be considered to be
defamatory, hateful, obscene, or otherwise objectionable or illegal under the laws of the jurisdiction(s) where that
customer lives or where we operate. If we were to become legally obligated to perform manual screening of
customer orders, our costs would increase significantly, and we could be required to pay substantial penalties or
monetary damages for any failure in our screening process.

We are subject to customer payment-related risks.

We accept payments for our products and services on our websites by a variety of methods, including

credit or debit card, PayPal, check, wire transfer, or other methods. In some geographic regions, we rely on one or
two third party companies to provide payment processing services. If any of the payment processing or other
companies with which we have contractual arrangements became unwilling or unable to provide these services to
us or they or we are unable to comply with our contractual requirements under such arrangements, then we would
need to find and engage replacement providers, which we may not be able to do on terms that are acceptable to us
or at all, or to process the payments ourselves. Any of these scenarios could be disruptive to our business as they
could be costly and time consuming and may unfavorably impact our customers.

As we offer new payment options to our customers, we may be subject to additional regulations,

compliance requirements and fraud risk. For some payment methods, including credit and debit cards, we pay
interchange and other fees, which may increase over time and raise our operating costs and lower our profit
margins or require that we charge our customers more for our products. We are also subject to payment card
association and similar operating rules and requirements, which could change or be reinterpreted to make it diffiff cult

or impossible for us to comply. If we fail to comply with these rules and requirements, we may be subject to fines
and higher transaction fees and lose our ability to accept credit and debit card payments from our customers or
facilitate other types of online payments, and our business and operating results could be materially adversely
affected.

In addition, we may be liable for fraudulent transactions conducted on our websites, such as through the

use of stolen credit card numbers. To date, quarterly losses from payment fraud have not exceeded 1% of total
revenues in any quarter, but we continue to face the risk of significant losses from this type of fraud.

We may be subject to product liability or environmental compliance claims if people, property, or t
environment are harmed by the products we sell.

Some of the products we sell may expose us to product liability or environmental compliance claims relating

to issues such as personal injury, death, property damage, or the use or disposal of environmentally harmful
substances and may require product recalls or other actions. Any claims, litigation, or recalls could be costly to us
and damage our brands and reputation.

Our inability to use or maintain domain names in each country or region where we currently or intend to do
business could negatively impact our brands and our ability to sell our products and services in that
country or region.

We may not be able to prevent third parties from acquiring domain names that use our brand names or

other trademarks or that otherwise infringe or decrease the value of our trademarks and other proprietary rights. If
we are unable to use or maintain a domain name in a particular country or region, then we could be forced to
purchase the domain name from an entity that owns or controls it, which we may not be able to do on commercially
acceptable terms or at all; we may incur significant additional expenses to develop a new brand to market our
products within that country; or we may elect not to sell products in that country.

We do not collect indirect taxes in all jurisdictions, which could expose us to tax liabilities.

In some of the jurisdictions where we sell products and services, we do not collect or have imposed upon
us sales, value added or other consumption taxes, which we refer to as indirect taxes. The application of indirect
taxes to e-commerce businesses such as Cimpress is a complex and evolving issue, and in many cases, it is not
clear how existing tax statutes apply to the Internet or e-commerce. If a government entity claims that we should
have been collecting indirect taxes on the sale of our products in a jurisdiction where we have not been doing so,
then we could incur substantial tax liabilities for past sales.

For example, certain of our businesses do not currently collect sales tax in all U.S. states where they sell

products. Many state governments in the United States have imposed or are seeking to impose sales tax collection
responsibility on out-of-state, online retailers, and the recent U.S. Supreme Court ruling in South Dakota v. Wayfair,
Inc. et al. enables states to consider adopting laws requiring remote sellers to collect and remit sales tax, even in
states in which the seller has no physical presence. To the extent that individual states decide to adopt similar
legislation, this could significantly increase the collection and compliance burden on Cimpress businesses operating
in the U.S. In addition, there is risk that a state government in which a Cimpress business currently is not registered
to collect and remit sales tax may attempt to assess tax, interest and penalties relating to prior periods.

Risks Related to Our Corporate Structure

Challenges by various tax authorities to our international structure could, if successful, increase our
effective tax rate and adversely affect our earnings.

We are a Dutch limited liability company that operates through various subsidiaries in a number of countries
throughout the world. Consequently, we are subject to tax laws, treaties and regulations in the countries in which we
operate, and these laws and treaties are subject to interpretation. From time to time, we are subject to tax audits,
and the tax authorities in these countries could claim that a greater portion of the income of the Cimpress N.V.
group should be subject to income or other tax in their respective jurisdictions, which could result in an increase to
our effective tax rate and adversely affect our results of operations.

Changes in tax laws, regulations and treaties could affect our tax rate and our results of operations.

A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate

could result in a higher tax rate on our earnings, which could result in a significant negative impact on our earnings
and cash flow from operations. In addition to the passage of the Tax Cuts and Jobs Act in the United States, there
are currently multiple initiatives for comprehensive tax reform underway in other key jurisdictions where we have
operations. We continue to assess the impact of the U.S. Tax Cuts and Jobs Act as well as various international tax
reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations that could
result in a material impact on our income taxes. We cannot predict whether any other specific legislation will be
enacted or the terms of any such legislation. However, if such proposals were enacted, or if modifications were to
be made to certain existing treaties, the consequences could have a materially adverse impact on us, including
increasing our tax burden, increasing costs of our tax compliance or otherwise adversely affecting our financial
condition, results of operations and cash flows.

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Our intercompany arrangements may be challenged, which could result in higher taxes or penalties and an
adverse effect on our earnings.

We operate pursuant to written transfer pricing agreements among Cimpress N.V. and its subsidiaries,

which establish transfer prices for various services performed by our subsidiaries for other Cimpress group
companies. If two or more affiliated companies are located in different countries, the tax laws or regulations of each
country generally will require that transfer prices be consistent with those between unrelated companies dealing at
arm's length. With the exception of certain jurisdictions where we have obtained rulings or advance pricing
agreements, our transfer pricing arrangements are not binding on applicable tax authorities, and no official authority
in any other country has made a determination as to whether or not we are operating in compliance with its transfer
pricing laws. If tax authorities in any country were successful in challenging our transfer prices as not reflecting
arm's length transactions, they could require us to adjust our transfer prices and thereby reallocate our income to
reflect these revised transfer prices. A reallocation of taxable income from a lower tax jurisdiction to a higher tax
jurisdiction would result in a higher tax liability to us. In addition, if the country from which the income is reallocated
does not agree with the reallocation, both countries could tax the same income, resulting in double taxation.

Our Articles of Association, Dutch law and the independent foundation, Stichting Continuïteit Cimpress,
may make it difficult to replace or remove management, may inhibit or delay a change of control or may
dilute shareholder voting power.

Our Articles of Association, or Articles, as governed by Dutch law, limit our shareholders' ability to suspend

or dismiss the members of our management board and supervisory board or to overrule our supervisory board's
nominees to our management board and supervisory board by requiring a supermajority vote to do so under most
circumstances. As a result, there may be circumstances in which shareholders may not be able to remove members
of our management board or supervisory board even if holders of a majority of our ordinary shares favor doing so.

In addition, an independent foundation, Stichting Continuïteit Cimpress, or the Foundation, exists to
safeguard the interests of Cimpress N.V. and its stakeholders, which include but are not limited to our shareholders,
and to assist in maintaining Cimpress' continuity and independence. To this end, we have granted the Foundation a
call option pursuant to which the Foundation may acquire a number of preferred shares equal to the same number
of ordinary shares then outstanding, which is designed to provide a protective measure against unsolicited take-
over bids for Cimpress and other hostile threats. If the Foundation were to exercise the call option, it may prevent a
change of control or delay or prevent a takeover attempt, including a takeover attempt that might result in a
premium over the market price for our ordinary shares. Exercise of the preferred share option would also effectively
dilute the voting power of our outstanding ordinary shares by one half.

We have limited flexibility with respect to certain aspects of capital management and certain corporate
transactions.

Dutch law imposes limitations and requirements on corporate actions such as the payment of dividends,

issuance of new shares, repurchase of outstanding shares, and corporate acquisitions of a certain size, among
other actions. For example, Dutch law requires shareholder approval for many corporate actions that would not be
subject to shareholder approval if we were incorporated in the United States. Situations may arise where the
flexibility to issue shares, pay dividends, purchase shares, acquire other companies, or take other corporate actions
would be beneficial to us, but is subject to limitations, subject to delay due to shareholder approval requirements, or
unavailable under Dutch law.

Because of our corporate structure, our shareholders may find it difficult to pursue legal remedies against
the members of our supervisory board or management board.

Our Articles and our internal corporate affairs are governed by Dutch law, and the rights of our shareholders
and the responsibilities of our supervisory board and management board are different from those established under
United States laws. For example, under Dutch law derivative lawsuits are generally not available, and our
supervisory board and management board are responsible for acting in the best interests of the company, its
business and all of its stakeholders generally (including employees, customers and creditors), not just shareholders.
As a result, our shareholders may find it more difficult to protect their interests against actions by members of our
supervisory board or management board than they would if we were a U.S. corporation.

Because of our corporate structure, our shareholders may find it difficult to enforce claims based on United
States federal or state laws, including securities liabilities, against us or our management team.

We are incorporated under the laws of the Netherlands, and the vast majority of our assets are located

outside of the United States. In addition, some of our officers and management reside outside of the United States.
In most cases, a final judgment for the payment of money rendered by a U.S. federal or state court would not be
directly enforceable in the Netherlands. Although there is a process under Dutch law for petitioning a Dutch court to
enforce a judgment rendered in the United States, there can be no assurance that a Dutch court would impose civil
liability on us or our management team in any lawsuit predicated solely upon U.S. securities or other laws. In
addition, because most of our assets are located outside of the United States, it could be difficult for investors to
place a lien on our assets in connection with a claim of liability under U.S. laws. As a result, it may be difficult for
investors to enforce U.S. court judgments or rights predicated upon U.S. laws against us or our management team
outside of the United States.

We may not be able to make distributions or purchase shares without subjecting our shareholders to Dutch
withholding tax.

A Dutch withholding tax may be levied on dividends and similar distributions made by Cimpress N.V. to its

shareholders at the statutory rate of 15% if we cannot structure such distributions as being made to shareholders in
relation to a reduction of par value, which would be non-taxable for Dutch withholding tax purposes. We have
purchased our shares and may seek to purchase additional shares in the future. Under our Dutch Advanced Tax
Ruling, a purchase of shares should not result in any Dutch withholding tax if we hold the purchased shares in
treasury for the purpose of issuing shares pursuant to employee share awards or for the funding of acquisitions.
However, if the shares cannot be used for these purposes, or the Dutch tax authorities successfully challenge the
use of the shares for these purposes, such a purchase of shares may be treated as a partial liquidation subject to
the 15% Dutch withholding tax to be levied on the difference between our average paid in capital per share for
Dutch tax purposes and the redemption price per share, if higher.

We may be treated as a passive foreign investment company for United States tax purposes, which may
subject United States shareholders to adverse tax consequences.

If our passive income, or our assets that produce passive income, exceed levels provided by law for any

taxable year, we may be characterized as a passive foreign investment company, or a PFIC, for United States
federal income tax purposes. If we are treated as a PFIC, U.S. holders of our ordinary shares would be subject to a
disadvantageous United States federal income tax regime with respect to the distributions they receive and the
gain, if any, they derive from the sale or other disposition of their ordinary shares.

We believe that we were not a PFIC for the tax year ended June 30, 2018 and we expect that we will not

become a PFIC in the foreseeable future. However, whether we are treated as a PFIC depends on questions of fact
as to our assets and revenues that can only be determined at the end of each tax year. Accordingly, we cannot be
certain that we will not be treated as a PFIC in future years.

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If a United States shareholder owns 10% or more of our ordinary shares, it may be subject to increased
United States taxation under the “ controlled foreign corporation” rules. Additionally, tyy his may negatively
impact the demand for our ordinary shares.

If a United States shareholder owns 10% or more of our ordinary shares, it may be subject to increased

United States federal income taxation (and possibly state income taxation) under the “controlled foreign
corporation” rules. In general, if a U.S. person owns (or is deemed to own) at least 10% of the voting power or value
of a non-U.S. corporation, or “10% U.S. Shareholder,” and if such non-U.S. corporation is a “controlled foreign
corporation,” or “CFC,”then such 10% U.S. Shareholder who owns (or is deemed to own) shares in the CFC on the
last day of the CFC's taxable year must include in its gross income for United States federal income tax (and
possibly state income tax) purposes its pro rata share of the CFC's “subpart F income,” even if the "subpart F
income" is not distributed. In addition, a 10% U.S. shareholder's pro rata share of other income of a CFC, even if
not distributed, might also need to be included in a 10% U.S. Shareholder’s gross income for United States federal
income tax (and possibly state income tax) purposes under the “global intangible low-taxed income” or “GILTI”
provisions of the U.S. tax law. In general, a non-U.S. corporation is considered a CFC if one or more 10% U.S.
Shareholders together own more than 50% of the voting power or value of the corporation on any day during the
taxable year of the corporation. “Subpart F income” consists of, among other things, certain types of dividends,
interest, rents, royalties, gains, and certain types of income from services and personal property sales.

The rules for determining ownership for purposes of determining 10% U.S. Shareholder and CFC status are

complicated, depend on the particular facts relating to each investor, and are not necessarily the same as the rules
for determining beneficial ownership for SEC reporting purposes. For taxable years in which we are a CFC, each of
our 10% U.S. Shareholders will be required to include in its gross income for United States federal income tax (and
possibly state income tax) purposes its pro rata share of our "subpart F income," even if the subpart F income is not
distributed by us, and might also be required to include its pro rata share of other income of ours, even if not
distributed by us, under the GILTI provisions of the U.S. tax law. We currently do not believe we are a CFC.
However, whether we are treated as a CFC can be affected by, among other things, facts as to our share ownership
that may change. Accordingly, we cannot be certain that we will not be treated as a CFC in future years.

The risk of being subject to increased taxation as a CFC may deter our current shareholders from acquiring

additional ordinary shares or new shareholders from establishing a position in our ordinary shares. Either of these
scenarios could impact the demand for, and value of, our ordinary shares.

The ownership of our ordinary shares is highly concentrated, which could cause or exacerbate volatility in
our share price.

More than 70% of our ordinary shares are held by our top 10 shareholders, and we may repurchase shares

in the future, which could further increase the concentration of our share ownership. Because of this reduced
liquidity, the trading of relatively small quantities of shares by our shareholders could disproportionately influence
the price of those shares in either direction. The price for our shares could, for example, decline precipitously if a
large number of our ordinary shares were sold on the market without commensurate demand, as compared to a
company with greater trading liquidity that could better absorb those sales without adverse impact on its share
price.

Item 1B.

Unresolved Staff Cff

omments

None.

Item 2.

Properties

We own real property including the following manufacturing operations that provide support across our

businesses:

•

A 582,000 square foot facility located near Windsor, Ontario, Canada that primarily services our Vistaprint
business.
A 492,000 square foot facility located in Shelbyville, Tennessee, USA, that primarily services our National
Pen business.
A 362,000 square foot facility located in Venlo, the Netherlands that primarily services our Vistaprint
business.
A 130,000 square foot facility located in Kisarazu, Japan that primarily services our Vistaprint and National
Pen businesses in the Japanese market.

•
•

A 124,000 square foot facility located in Deer Park, Australia that primarily services our Vistaprint business.
A 97,000 square feet, located near Montpellier, France that primarily services our Upload and Print
businesses.

As of June 30, 2018, a summary of our currently occupied leased spaces is as follows:

Business Segment (1)

Square Feet

Type

Lease Expirations

Vistaprint

674,459

Upload and Print

713,595

National Pen

314,533

Technology development, marketing, customer
service, manufacturing and administrative

Marketing, customer service, manufacturing and
administrative

December 2018 - November 2026

February 2019 - December 2025

April 2021 - April 2027

All Other
Businesses

329,773

Technology development, marketing, customer
service, manufacturing and administrative

December 2019 - August 2023

Other (2)

86,908

Corporate strategy and technology development

July 2020 - June 2023

___________________

(1) Many of our leased properties are utilized by multiple business segments, but each have been assigned to the segment that occupies the

majority of our leased space.

(2) Includes locations that are exclusively corporate or central functions.

We believe that the total space available to us in the facilities we own or lease, and space that is obtainable

by us on commercially reasonable terms, will meet our needs for the foreseeable future.

Item 3.

Legal Proceedings

The information required by this item is incorporated by reference to the information set forth in Item 8 of

Part II, “Financial Statements and Supplementary Data — Note 17 — Commitments and Contingencies,” in the
accompanying notes to the consolidated financial statements included in this Report.

Item 4.

Mine Safety Disclosures

None.

PART II

Item 5.
of Equity Securities

Market for Registrant’s C’

ommon Equity, Ryy

elated Stockholder Matters and Issuer Purchases

The ordinary shares of Cimpress N.V. are traded on the NASDAQ Global Select Market (the "NASDAQ")

under the symbol “CMPR.” As of July 31, 2018, there were approximately 12 holders of record of our ordinary
shares, although there is a much larger number of beneficial owners. The following table sets forth, for the periods
indicated, the high and low sale price per share of our ordinary shares on the NASDAQ:

Fiscal 2017:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Fiscal 2018:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

High

Low

104.18 $
102.95 $
99.99 $
94.47 $

99.99 $
123.95 $
171.76 $
163.94 $

88.31

80.47

79.15

78.80

80.61
98.00

119.52

133.77

Dividends

We have never paid or declared any cash dividends on our ordinary 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, purchase of our ordinary
shares, or pay down of our debt. Under Dutch law, we may pay dividends only out of profits shown on our annual
accounts prepared in accordance with Dutch law and adopted by our shareholders rather than the financial
statements regularly filed with the SEC, and only to the extent our equity exceeds the sum of the paid and called up
portion of our ordinary share capital and the reserves that must be maintained in accordance with provisions of
Dutch law and our articles of association. In addition, the terms of our outstanding indebtedness restrict our ability
to pay dividends, as further described in Item 8 of Part II, "Financial Statements and Supplementary Data - Note 10
- Debt," and in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"
section of this Report.

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Issuer Purchases of Equity Securities

On November 14, 2017, our Supervisory Board authorized the repurchase of up to 6,300,000 of our issued
and outstanding ordinary shares on the open market (including block trades that satisfy the safe harbor provisions
of Rule 10b-18 pursuant to the U.S. Securities Exchange Act of 1934), through privately negotiated transactions, or
in one or more self-tender offers. This share repurchase authorization expires on May 14, 2019, and we may
suspend or discontinue our share repurchases at any time.

We did not repurchase any shares during the three months ended June 30, 2018, and 5,857,443 shares
remain available for repurchase under this program, subject to certain limitations imposed by our debt covenants.

Performance Graph

The following graph compares the cumulative total return to shareholders of Cimpress N.V. ordinary shares

relative to the cumulative total returns of the NASDAQ Composite index and the Research Data Group (RDG)
Internet Composite index. An investment of $100 (with reinvestment of all dividends) is assumed to have been
made in our ordinary shares and in each of the indexes on June 30, 2013 and the relative performance of each
investment is tracked through June 30, 2018.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Cimpress N.V., the NASDAQ Composite Index
and the RDG Internet Composite Index

$350

$300

$250

$200

$150

$100

$50

6/13

6/14

6/15

6/16

6/17

6/18

Cimpress N.V.

NASDAQ Composite

RDG Internet Composite

Cimpress N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100.00 $ 81.95 $ 170.47 $ 187.32 $ 191.47 $ 293.62
233.12
NASDAQ Composite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
350.12
RDG Internet Composite . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

189.66
251.39

148.88
186.25

132.45
139.66

151.00
153.13

100.00
100.00

2013

2014

2015

2016

2017

2018

Year Ended June 30,

The share price performance included in this graph is not necessarily indicative of future share price

performance.

Item 6.

Selected Financial Data

The following financial data should be read in conjunction with our consolidated financial statements, the

related notes and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included elsewhere in this Report. The historical results are not necessarily indicative of the results to
be expected for any future period.

Year Ended June 30,

2018 (a)

2017 (b)

2016 (c)

2015 (d)

2014 (e)

(In thousands, except share and per share data)

Consolidated Statements of Operations Data:

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,592,541

$ 2,135,405

$ 1,788,044

$ 1,494,206

$ 1,270,236

Net income (loss) attributable to Cimpress N.V. . . . . . . . . . . . . . . . . . .

43,733

(71,711)

54,349

92,212

43,696

Net income (loss) per share attributable to Cimpress N.V.:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Diluted (f). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

1.41

1.36

(2.29) $

1.72

1.64

2.82

2.73

1.33

1.28

Shares used in computing net income (loss) per share attributable to
Cimpress N.V.:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,948,081

31,291,581

31,656,234

32,644,870

32,873,234

Diluted (f). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,220,401

31,291,581

33,049,454

33,816,498

34,239,909

2018 (a)

2017 (b)

2016 (c)

2015 (d)

2014 (e)

Year Ended June 30,

(In thousands)

Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . $
Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . .
Purchases of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . .

Proceeds from the sale of subsidiaries, net of transaction costs and
cash divested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

192,332

156,736

247,358

242,022

153,739

(60,930)

(94,710)

(74,157)

(50,008)

(110)

(204,875)

(80,435)

(153,467)

(164,412)

(75,813)

—

(72,122)

(42,016)

(123,804)

(216,384)

93,779

—

Net (payments) proceeds of debt and debt issuance costs . . . . . . . . .

(54,415)

196,933

167,316

54,207

207,946

Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities. . . . . . . . . . . . . . . . $
Net current liabilities (g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt, excluding current portion (h) . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

___________________

2018 (a)

2017 (b)

2016 (c)

2015 (d)

2014 (e)

Year Ended June 30,

(In thousands)

44,227

25,697

85,319

110,494

76,365

(241,728)

(203,482)

(135,095)

(89,580)

(83,560)

1,652,217

1,679,869

1,463,869

1,299,794

767,585

93,947

847,730

75,212

656,794

166,076

493,039

249,419

985,495

408,150

232,457

(a) Includes the Albumprinter results through the divestiture date of August 31, 2017. See Note 7 in our accompanying financial statements in

this Report for a discussion of this divestiture.

(b) Includes the impact of the acquisition of National Pen on December 30, 2016. See Note 7 in our accompanying financial statements in this

Report for a discussion of this acquisition. During December 2016, we purchased the remaining noncontrolling interest of our Japan business
from our joint business partner, Plaza Create Co. Ltd.

(c) Includes the impact of the acquisitions of Litotipografia Alcione S.r.l. on July 29, 2015, Tradeprint Distribution Limited on July 31, 2015, and
WIRmachenDRUCK GmbH on February 1, 2016. See Note 7 in our accompanying financial statements in this Report for a discussion of
these acquisitions.

During fiscal 2016, we adopted Accounting Standards Update (ASU) 2016-09 requiring the recognition of excess tax benefits as a component of
income tax expense; these benefits were historically recognized in equity. As the standard required a prospective method of adoption, our
fiscal 2018, 2017 and 2016 net income includes $12.8 million, $8.0 million and $3.5 million of income tax benefits, respectively, due to the
adoption that did not occur in the prior comparable periods presented above.

(d) Includes the impact of the acquisitions of FotoKnudsen AS on July 1, 2014, FL Print SAS on April 9, 2015, Exagroup SAS on April 15, 2015

and druck.at Druck-und Handelsgesellschäft mbH on April 17, 2015, as well as our investment in Printi LLC on August 7, 2014.

(e) Includes the impact of the acquisitions of Printdeal B.V. on April 1, 2014 and Pixartprinting S.p.A. on April 3, 2014, as well as our investment

in a joint business arrangement with Plaza Create Co. Ltd. in February 2014.

(f)

In the periods we report a net loss, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive.

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(g) Our net current liabilities (current assets minus current liabilities) have increased over recent years as we have made long-term investments
that seek to drive shareholder value through acquisitions, ordinary share purchases, and other strategic initiatives. We have financed these
investments through a mix of cash on hand, cash flows generated from operations and external debt financing. Additionally, many of our
businesses have a cash conversion cycle that results in current liabilities being higher than current assets.

(h) On June 15, 2018, we completed a private placement of $400.0 million of 7.0% senior unsecured notes due 2026. The proceeds from the

sales of the notes were used to repay our existing $275.0 million senior unsecured notes that were due 2022, a portion of our indebtedness
outstanding under our senior secured credit facility and other related transaction fees. See Note 10 in our accompanying financial statements
in this Report for additional discussion. Increases in long-term debt during the periods presented have largely been driven by the funding of
acquisitions outlined including those outlined in Note 7 and share repurchases.

Item 7.

Management’s D’

iscussion and Analysis of Financial Condition and Results of Operations

This Report contains forward-looking statements that involve risks and uncertainties. The statements

, including but not

contained in this Report that are not purely historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
limited to our statements about anticipated revenue growth rates, planned investments in our business and the
expected effects of those investments, seasonality of certain of our businesses, the impacts of changes in
accounting standards, the impact of the U.S. Tax Cuts and Jobs Act, the sufficiency of our tax reserves, sufficiency
of our cash, legal proceedings, expected operating losses at newer businesses, expected allocations of capital, the
anticipated competitive position of certain of our businesses, and the impact of exchange rate and currency
volatility. Wyy
“believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are
intended to identify forward-looking statements. All forward-looking statements included in this Report are based on
information available to us up to, and including the date of this document, and we disclaim any obligation t
u
o update
any such forward-looking statements. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain important factors, including those set forth in this “Management's
Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and elsewhere in this
Report. You should carefully review those factors and also carefully review the ris
that we file froff m time to time with the United States Securities and Exchange Commission.

ithoWW ut limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,”

ks outlined in other documents

Executive Overview

Cimpress is a strategically-focused group of more than a dozen businesses that specialize in mass
customization, via which we deliver large volumes of individually small-sized customized orders for a broad
spectrum of print, signage, photo merchandise, invitations and announcements, packaging, apparel and other
categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long
term, which we manage in a decentralized, autonomous manner. We drive competitive advantage across Cimpress
through a select few shared strategic capabilities that have the greatest potential to create Cimpress wide value. We
limit all other central activities to only those which absolutely must be performed centrally.

As of June 30, 2018, we have numerous operating segments under our management reporting structure

that are reported in the following four reportable segments: Vistaprint, Upload and Print, National Pen, and All Other
Businesses. Vistaprint represents our Vistaprint websites focused on the North America, Europe, Australia and New
Zealand markets, and our Webs business, which is managed with the Vistaprint digital business. Upload and Print
includes the druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal, Tradeprint, and WIRmachenDRUCK
businesses. National Pen includes the global operations of our National Pen business. All Other Businesses
segment includes the operations of our Printi, Vistaprint India, Vistaprint Japan and Vistaprint Corporate Solutions
businesses, and the Albumprinter business, through its divestiture on August 31, 2017.

During the first quarter of fiscal 2018, we began presenting inter-segment fulfillment activity as revenue for
the fulfilling business for purposes of measuring and reporting our segment financial performance. This change in
presentation was driven by our recent transition to a decentralized organizational structure, and this presentation
aligns with our internal reporting and the way in which our business' performance is evaluated. We have revised
historical results to reflect the consistent application of our current accounting methodology. In addition, we adjusted
our historical segment profitability for the allocation of certain IT costs that are allocated to each of our businesses in
fiscal 2018, to better reflect where those resources are consumed. Refer to Note 16 of the accompanying
consolidated financial statements for additional details of these changes.

Financial Summary

The primary financial metric by which we set quarterly and annual budgets both for individual businesses
and Cimpress-wide is our free cash flow prior to cash interest costs; however, in evaluating the financial condition
and operating performance of our business, management considers a number of metrics including revenue growth,
constant-currency revenue growth, operating income, adjusted net operating profit, cash flow from operations and
free cash flow. A summary of these key financial metrics for the year ended June 30, 2018 as compared to the year
ended June 30, 2017 follows:

Fiscal year 2018

•

Revenue increased by 21% to $2,592.5 million.

Consolidated constant-currency revenue (a non-GAAP financial measure) increased by 17% and,
excluding acquisitions and divestitures completed in the last four quarters, increased by 11%.

• Operating income (loss) increased by $203.5 million to $157.8 million.

•

Adjusted net operating profit (a non-GAAP financial measure which we refer to as adjusted NOP)
increased by $69.8 million to $165.5 million.

Cash provided by operating activities increased by $35.6 million to $192.3 million.

Free cash flow (a non-GAAP financial measure) increased by $94.4 million to $139.5 million.

For our fiscal year 2018, the increase in reported revenue includes the impact of a full year of National Pen
revenue as compared to a portion of the prior year due to timing of the acquisition, continued growth in our various
businesses, as well as positive impacts from currency exchange rate fluctuations. This was partially offset by the
loss of Albumprinter revenue as we divested this business as of August 31, 2017. Our constant-currency revenue
growth excluding acquisitions and divestitures was driven primarily by continued growth in our Vistaprint and Upload
and Print businesses.

In addition to incremental profits generated from the revenue growth described above, the following items

positively impacted our operating income for the year ended June 30, 2018, leading to the increase in operating
income as compared to the prior period:

•

Significant year-over-year operating expense savings of approximately $55 million related to the
restructuring actions announced in January and November 2017, as well as a reduction of restructuring
charges of $11.5 million.

Recognized gain on the sale of subsidiaries of $47.5 million, related to the August 2017 sale of
Albumprinter.

Decrease of acquisition-related expenses of $46.6 million, due to the following:

◦

Reduction to earn-out related charges of $40.7 million, related primarily to the
WIRmachenDRUCK contingent earn-out arrangement that was paid in fiscal year 2018.

Impairment charges of $9.6 million recognized during the prior period, which did not recur
during the current period.

Increased amortization of acquired intangible assets of $3.7 million, due to the timing of our
fiscal year 2017 acquisition of National Pen, which partially offset the above decreases.

•

Increase in National Pen segment profit of $24.4 million, primarily due to the timing of the acquisition in
fiscal year 2017.

Decreased impact of organic investments in fiscal year 2018 as compared to fiscal year 2017, due to
reduced net investments in various areas including "Columbus" which was the name of a project to
organically build our business in promotional products and logo apparel, new product introduction, and
the businesses within our All Other Businesses segment.

Adjusted NOP increased significantly year over year primarily due to the same reasons as operating income
mentioned above, although adjusted NOP excludes the impact of the gain from the purchase or sale of subsidiaries,
restructuring charges and acquisition-related charges, and includes realized gains or losses on our currency
hedges. The net year-over-year impact of currency on adjusted NOP was negative for the year ended June 30,
2018.

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Consolidated Results of Operations

Revenue

Our businesses generate revenue primarily from the sale and shipment of customized manufactured

products. To a much lesser extent (and only in our Vistaprint business) we provide digital services, website design
and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-
party offerings.

For the year ended June 30, 2018, our reported revenue increased as compared to the prior comparable
period. This includes the full year revenue benefit of the National Pen business as results were included for only a
portion of the prior period. We also delivered continued growth in our Vistaprint and Upload and Print businesses.
Our reported revenue was negatively impacted by the divestiture of our Albumprinter business, which was
completed during the first quarter of fiscal year 2018. The remaining businesses within our All Other Businesses
segment continue to grow strongly off sff mall bases. Currency fluctuations positively impacted our fiscal 2018
reported revenue as compared to the prior year.

For the year ended June 30, 2017, our reported revenue increased primarily due to the addition of revenue

from our WIRmachenDRUCK business acquired on February 1, 2016 and our National Pen business acquired on
December 30, 2016. The increase in reported revenue other than the impact of acquisitions for which there is no
comparable prior period was driven by continued growth in our Vistaprint business, as well as growth in our other
Upload and Print businesses, which was partially offset by declines from the termination of two partner contracts
within our Albumprinter and Vistaprint Corporate Solutions businesses. Currency fluctuations negatively impacted
our fiscal year 2017 reported revenue as compared to the prior year.

Total revenue and revenue growth by reportable segment for the years ended June 30, 2018, 2017 and

2016 are shown in the following tables:

In thousands

Year Ended June 30,

Currency
Impact:

Constant-
Currency

Impact of
Acquisitions/
Divestitures:

2018

2017

%
Change

(Favorable)/
Unfavorable

Revenue
Growth (1)

(Favorable)/
Unfavorable

Constant-
Currency
Revenue
Growth

Excluding
Acquisitions/
Divestitures (2)

Vistaprint . . . . . . . . . . . . . . . $

1,462,686 $

1,310,975

Upload and Print . . . . . . . . .

National Pen . . . . . . . . . . . .

All Other Businesses (3) . . .
Inter-segment eliminations

730,010

333,266

87,583

(21,004)

(5,690)

12%

24%

588,613

112,712

196%

128,795

(32)%

(3)%

(11)%

(6)%

—%

13%

190%

(32)%

—%

(165)%

72%

13%

25%

40%

Total revenue . . . . . . . . . . . $

2,592,541 $

2,135,405

21%

(4)%

17%

(6)%

11%

In thousands

Year Ended June 30,

Currency
Impact:

Constant-
Currency

Impact of
Acquisitions/
Divestitures:

2017

2016

%
Change

(Favorable)/
Unfavorable

Revenue
Growth (1)

(Favorable)/
Unfavorable

Constant-
Currency
Revenue
Growth

Excluding
Acquisitions/
Divestitures (2)

Vistaprint . . . . . . . . . . . . . . . $

1,310,975

1,220,751

Upload and Print . . . . . . . . .

National Pen . . . . . . . . . . . .

All Other Businesses (3) . . .
Inter-segment eliminations

588,613

112,712

128,795

(5,690)

(3,589)

36%

432,638

— 100%

138,244

(7)%

—%

39%

100%

(7)%

—%

(26)%

(100)%

—%

13%

—%

(7)%

Total revenue . . . . . . . . . . . $

2,135,405 $

1,788,044

19%

21%

(13)%

_________________
(1) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue, between current and prior year

periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the
prior year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-
segment revenues, which are eliminated in our consolidated results.

(2) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for

businesses in the period in which there is no comparable year-over-year revenue. Revenue from our fiscal year 2017 acquisitions is excluded
from fiscal year 2018 revenue growth for quarters with no comparable year-over-year revenue. For example, revenue from National Pen,
which we acquired on December 30, 2016 in Q2 2017, is excluded from revenue growth in Q1 and Q2 of fiscal year 2018 since there are no
full quarter results in the comparable periods, but revenue is included in revenue growth for Q3 and Q4 of fiscal year 2018. Our reportable
segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

(3) The All Other Businesses segment includes the revenue of the Albumprinter business until the sale completion date of August 31, 2017.

Constant-currency revenue growth excluding acquisitions/divestitures, excludes the revenue results for Albumprinter through the divestiture
date.

We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a

consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP
financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to and not a
substitute for our reported financial results prepared in accordance with GAAP.

Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture their products, payroll and
related expenses for production and design services personnel, depreciation of assets used in the production
process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party
production costs, costs of free products and other related costs of products our businesses sell. Cost of revenue as
a percent of revenue increased during the year ended June 30, 2018, compared to the prior year, primarily due to
the divestiture of our Albumprinter business which had a higher gross margin than our consolidated gross margin
percentage, as well as the increased weight of our Upload and Print portfolio, which has higher cost of revenue as a
percentage of revenue than our Vistaprint and National Pen businesses.

In thousands

Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
% of revenue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended June 30,

2018

2017

2016

1,279,799

1,036,975

773,640

49.4%

48.6%

43.3%

For the year ended June 30, 2018, cost of revenue for our Upload and Print businesses increased by
$103.6 million primarily driven by revenue growth in our Exagroup, Pixartprinting, Printdeal and WIRmachenDRUCK
businesses, as well as unfavorable currency impacts. We also recognized an additional $91.6 million of costs
primarily due to the timing of our National Pen acquisition and the inclusion of operating results for only part of the
prior comparable period. In our Vistaprint business, cost of revenue increased by $71.5 million primarily due to
increased production volume, as well as unfavorable currency impacts. These increases were partially offset by a
decrease in cost of revenue of $29.2 million resulting from the divestiture of our Albumprinter business on August
31, 2017.

For the year ended June 30, 2017, our cost of revenue increased due to $123.6 million of additional costs

from our Upload and Print businesses, primarily due to the impact of our fiscal year 2016 WIRmachenDRUCK
acquisition which only partially contributed to the prior comparable period. In addition, the costs from our Vistaprint

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business increased by $91.1 million, primarily due to increased production volume; product mix; and planned
investments including expanded design services, new product introduction, and shipping price reductions that also
result in higher shipping costs. Vistaprint also recognized higher costs from production inefficiencies in the second
fiscal quarter of 2017 resulting from higher temporary labor costs at our Canadian production facility. We recognized
an additional $48.6 million of costs from our National Pen business, which was acquired on December 30, 2016 and
was therefore not included in the comparable period.

Consolidated Operating Expenses

The following table summarizes our comparative operating expenses for the periods:

In thousands

Year Ended June 30,

2018

Technology and development expense . . . . . . . . . . . . . . . . . . . . . . . . $

245,758

vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Marketing and selling expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . $
vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization of acquired intangible assets . . . . . . . . . . . . . . . . . . . . . $
vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Gain) on sale of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Impairment of goodwill and acquired intangible assets . . . . . . . . . . . $
vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9.5 %

714,654

27.6 %

176,958

6.8 %

49,881

1.9 %

15,236

0.6 %

(47,545)

(1.8)%8

—

— %

2017

243,230

11.4%

610,932

28.6%

207,569

9.7%

46,145

2.2%

26,700

1.3%

— $

— %

2016

210,080

11.7%

508,502

28.3%

145,844

8.2%

40,563

2.3%

381

— %

—

— %

9,556

30,841

0.4%

1.7%

Technology and development expense

Technology and development expense consists primarily of payroll and related expenses for employees

engaged in software and manufacturing engineering, information technology operations and content development,
as well as amortization of capitalized software and website development costs, including hosting of our websites,
asset depreciation, patent amortization, legal settlements in connection with patent-related claims, and other
technology infrastructure-related costs. Depreciation expense for information technology equipment that directly
supports the delivery of our digital marketing services products is included in cost of revenue.

During the year ended June 30, 2018, technology and development expenses increased by $2.5 million as
compared to the prior year, primarily due to our fiscal year 2017 acquisition of National Pen, which resulted in $7.3
million of additional expense in fiscal 2018 due to the timing of the acquisition in fiscal 2017. We also recognized
additional costs related to technology enhancements intended to enable rapid product introduction and improved
connection points to the mass customization platform, as well as increased depreciation expense related to past
investments in infrastructure-related assets. These increases were partially offset by a decrease in costs of $9.4
million, resulting from the divestiture of our Albumprinter business on August 31, 2017, as well as cost savings
realized as a result of our recent restructuring initiatives.

The growth in our technology and development expenses of $33.2 million for the year ended June 30, 2017

as compared to the prior comparative period was primarily due to increased headcount-related expenses in our
technology development and information technology support organizations of $15.8 million. The increase in
headcount supported the continued development of our software-based mass customization platform as well as
investments to enhance capabilities and address each of our businesses' specific needs. This increase was partially
offset by headcount reductions as a result of the third quarter fiscal 2017 restructuring initiative. All employee
severance related charges were reflected separately in restructuring expense. Additionally, the acquisition of
National Pen resulted in increased technology and development expenses of $5.9 million for the year ended June
30, 2017, without costs in the prior comparable period. Other increases in technology and development expense

included technology infrastructure-related costs, primarily due to increased IT cloud service costs, as well as
software maintenance and licensing costs.

Marketing and selling expense

Marketing and selling expense consists primarily of advertising and promotional costs; payroll and related
expenses for our employees engaged in marketing, sales, customer support and public relations activities; direct-
mail advertising costs; and third-party payment processing fees. Our Vistaprint and National Pen businesses have
higher marketing and selling costs as a percentage of revenue, as compared to our Upload and Print businesses.

Our marketing and selling expenses increased by $103.7 million during the year ended June 30, 2018 as

compared to the prior year. We recognized an additional $84.3 million of costs for our National Pen business,
primarily due to the timing of the acquisition in fiscal 2017. For the year ended June 30, 2018, advertising expenses
for the remaining businesses increased by $35.1 million primarily as a result of additional advertising spend in the
Vistaprint business to support continued growth. These increases were partially offset by a decrease in costs of
$21.7 million due to the sale of our Albumprinter business on August 31, 2017. In addition, internal marketing and
customer service costs within the Vistaprint business decreased by $3.7 million as a result of realized cost savings
from our recent restructuring initiatives.

Our marketing and selling expenses increased by $102.4 million during the year ended June 30, 2017 as

compared to the prior comparative period, largely due to the addition of National Pen which incurred $47.9 million of
marketing and selling expense for direct-mail advertising and telesales costs that were not in the prior comparable
period. In addition, advertising expense increased by $31.8 million, which was primarily a result of additional
advertising spend in the Vistaprint business. Other increases included payroll and employee-related costs, inclusive
of share-based compensation, as we expanded our marketing, customer service and sales support organization
through our recent acquisitions and continued investment in the Vistaprint business customer service resources in
order to provide higher value services to our customers.

General and administrative expense

General and administrative expense consists primarily of transaction costs, including third-party
professional fees, insurance and payroll and related expenses of employees involved in executive management,
finance, legal, strategy, human resources and procurement.

For the year ended June 30, 2018, general and administrative expenses decreased by $30.6 million
primarily due to a decline in acquisition-related charges of $40.7 million, as compared to the prior year. The
decrease in acquisition-related charges is due to significant expense in the prior comparable period for the
WIRmachenDRUCK contingent earn-out arrangement, which was paid during fiscal 2018. We also recognized cost
savings from our recent restructuring actions, which were partially offset by an additional $13.0 million of expense
from our fiscal 2017 acquisition of National Pen as the prior year did not include a full year of results.

During the year ended June 30, 2017, general and administrative expenses increased by $61.7 million, as

compared to the prior comparative period, driven by $37.3 million of incremental expense for the
WIRmachenDRUCK earn-out due to strong performance during fiscal 2017 and our expectation that a maximum
payout would be achieved. Payroll, share-based compensation and facility-related costs increased by $12.0 million
due to additional expense recognized for the acceleration of vesting terms of certain restricted share awards
associated with our investment in Printi and acquisition of Tradeprint, as well as an increase in share-based
compensation resulting from our new long-term incentive program. These increases were partially offset by the
decrease in compensation expense due to headcount reductions as a result of the third quarter fiscal 2017
restructuring initiative. Fiscal 2017 also included $12.4 million of expense for National Pen's partial year results.

Amortization of acquired intangible assets

Amortization of acquired intangible assets consists of amortization expense associated with separately

identifiable intangible assets capitalized as part of our acquisitions, including customer relationships, trade names,
developed technologies, print networks, and customer and referral networks.

Amortization of acquired intangible assets increased by $3.7 million during the year ended June 30, 2018,
as compared to the prior comparable period, due to a full year of amortization expense for the December 30, 2016

acquisition of National Pen that was not included in our results for the entire prior comparable period. Amortization
of acquired intangible assets increased by $5.6 million during the year ended June 30, 2017, as compared to the
year ended June 30, 2016, due to amortization for our fiscal 2017 acquisition of National Pen and fiscal 2016
acquisition of WIRmachenDRUCK.

Restructuring expense

Restructuring expense consists of costs directly incurred as a result of restructuring initiatives, including

employee-related termination costs, third party professional fees, facility exit costs and write-off of a
assets.

bandoned

During the year ended June 30, 2018, we recognized restructuring expense of $15.2 million for employee-

related termination benefits. The restructuring expense during the current period relates primarily to the
reorganization of our Vistaprint business that we announced in November 2017, which resulted in a reduction in
headcount and other operating costs. Refer to Note 18 in the accompanying consolidated financial statements for
additional details regarding the reorganization.

The restructuring costs of $26.7 million recognized in the year ended June 30, 2017 were primarily related

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to our January 2017 restructuring initiative.

Gain on sale of subsidiaries

During the year ended June 30, 2018, we recognized a gain on the sale of our Albumprinter business of
$47.5 million, net of transaction costs. The amount of our gain on the sale of Albumprinter was impacted by the
partial allocation of goodwill to our Vistaprint business in past periods, as well as minimal carrying value of
Albumprinter's acquired intangible assets at the time of the sale, as well as currency impacts. Refer to Note 7 in the
accompanying consolidated financial statements for additional details.

Impairment of goodwill and acquired intangible assets

There were no impairment charges related to goodwill or acquired intangible assets during the year ended
June 30, 2018. For the years ended June 30, 2017 and 2016, we recognized an impairment charge of $9.6 million
for our Tradeprint reporting unit and $30.8 million for our Exagroup reporting unit, respectively. These impairments
were a result of their under performance during the impairment period, combined with lower cash flow outlooks
when compared to the initial deal model upon which we based our purchase accounting. Refer to Note 8 in the
accompanying consolidated financial statements for additional information relating to the impairments.

Other Consolidated Results

Other (expense) income, net

Other (expense) income, net generally consists of gains and losses from currency exchange rate

fluctuations on transactions or balances denominated in currencies other than the functional currency of our
subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments. In
evaluating our currency hedging program and ability to qualify for hedge accounting in light of our legal entity cash
flows, we considered the benefits of hedge accounting relative to the additional economic cost of trade execution
and administrative burden. Based on this analysis, we decided to execute certain currency derivative contracts that
do not qualify for hedge accounting.

The following table summarizes the components of other (expense) income, net:

In thousands

Year Ended June 30,

2018

2017

2016

(Losses) gains on derivatives not designated as hedging instruments . . $

(2,687) $

936 $

Currency-related (losses) gains, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(19,500)

1,155

5,577

3,849

Total other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(21,032) $

10,362 $

14,026

6,864

5,208

26,098

During the year ended June 30, 2018, we recognized a net loss of $21.0 million as compared to net gains
during the prior comparable periods. The decrease in other (expense) income, net is primarily due to the currency
exchange rate volatility impacting our derivatives that are not designated as hedging instruments. We expect
volatility to continue in future periods as we do not apply hedge accounting for most of our derivative currency
contracts. We also experienced currency-related losses due to currency exchange rate volatility on our non-
functional currency intercompany relationships, which we alter from time to time. The impact of certain cross-
currency swap contracts designated as cash flow hedges is included in our currency-related (losses) gains, net,
offsetting the impact of certain non-functional currency intercompany relationships.

In addition, during the years ended June 30, 2018 and 2016, we recognized other gains related to
insurance recoveries. During fiscal year 2017, other gains were primarily related to the sale of marketable
securities.

Interest expense, net

Interest expense, net primarily consists of interest paid on outstanding debt balances, amortization of debt

issuance costs, interest related to capital lease obligations and realized gains (losses) on effective interest rate
swap contracts and certain cross-currency swap contracts. As part of interest expense, net, we also recognize
adjustments to our mandatorily redeemable noncontrolling interests, which reflects changes to the estimated future
redemption value.

Interest expense, net was $53.0 million, $44.0 million, and $38.2 million for the years ended June 30, 2018,

2017 and 2016, respectively. Interest expense was higher this year relative to historical trends primarily as a result
of higher interest rates. Refer to Note 10 in the accompanying consolidated financial statements for additional
details regarding our debt arrangements. During the year ended June 30, 2018, we recognized $2.2 million of
interest expense for adjustments to our Printi noncontrolling interest, which reflects an increase to the estimated
future redemption value. We recognized no expense during the prior comparable periods.

Loss on early extinguishment of debt

During the fourth quarter of fiscal 2018, we redeemed all of our senior notes due 2022 and satisfied the
indenture governing those senior notes using funds from the senior notes due 2026 that we issued on June 15,
2018. As a result of the redemption, we incurred a loss on the extinguishment of debt of $17.4 million, which
included an early redemption premium for the senior notes due 2022 of $14.4 million and the write-off of
unamortized debt issuance costs related to the redeemed notes of $3.0 million.

Income tax expense

In thousands

Income tax expense (benefit). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended June 30,

2018

2017

2016

19,578

(7,118)

15,684

29.5%

9.0%

23.7%

Income tax expense for the year ended June 30, 2018 was higher than the prior year primarily due to pre-
tax income in the current period as compared to pre-tax losses in the prior period. In fiscal 2018, we adopted ASU
2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." If we had not adopted
ASU 2016-16 in fiscal year 2018, tax expense would have been lower by $8.4 million. Additionally, we recognized
tax expense of $5.8 million related to U.S. tax reform in the year ended June 30, 2018, primarily due to the impact
of the reduction in the federal tax rate on our U.S. deferred tax assets. We also recognized a reduction to our
deferred tax assets of $4.9 million related to expected changes to our U.S. state apportionment. These impacts
were offset by increased share based compensation tax benefits of $12.8 million as compared to $8.0 million in
fiscal 2017.

A tax benefit was recognized for the year ended June 30, 2017 primarily due to pre-tax losses as compared

to pre-tax income for the year ended June 30, 2016. Additionally, the effective tax rate was higher in fiscal 2016 as
compared to fiscal 2017 due to a large nondeductible goodwill impairment charge in fiscal 2016.

On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act, ("The Act") was signed into
law, resulting in significant changes to U.S. federal tax law for corporations. Among these changes is the immediate
reduction in the federal statutory tax rate from 35% to 21%. As discussed in Note 13 in our accompanying
consolidated financial statements, the impact of The Act was unfavorable to our fiscal 2018 tax provision mainly due
to a one-time reduction to our existing U.S. deferred tax assets. The reduction in our net deferred tax assets
reduces the future cash tax benefit on existing timing differences as of the date of enactment; however, we will also
benefit from a reduced tax rate that will apply to future taxable earnings. Overall, we expect our future U.S. cash
taxes to be lower based solely on the reduction in the U.S. federal tax rate to 21%. For context, going forward we
expect the annualized impact of the U.S. federal tax rate reduction alone on our cash taxes (excluding the impact of
other tax reform items) to be approximately $2 million. Our tax balances were adjusted for the year ended June 30,
2018 based upon our interpretation of The Act, although the final impact on our tax balances may change due to the
issuance of additional guidance, changes in our interpretation of The Act, changes in assumptions, and actions we
may take as a result of The Act. We will continue to review and assess the potential impact of any new information
on our financial statement positions.

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We expect certain other aspects of the The Act will impact Cimpress beyond fiscal 2018, including the

beneficial impact of immediate expensing of certain qualified capital expenditures in the U.S., unfavorable changes
to, and limitations on, the deductibility of meals and entertainment expense, limitations on the deductibility of
interest expense, and unfavorable changes to the deductibility of executive compensation. Most notably, we expect
changes in the deductibility of “performance based” executive compensation to impact Cimpress negatively in the
longer term. Historically, certain compensation awards issued to our top executives, such as stock options, were
considered "performance based" as defined under Section 162(m) of the Internal Revenue Code and, therefore,
were not subject to the annual $1 million deduction limitation per individual, as defined under prior law. The new law
eliminates the "performance-based" exception for these types of awards to the extent they are not "grandfathered"
in and granted under a written binding agreement in effect on November 2, 2017. Prior to this change, Cimpress
had not been limited on the deductibility of “performance based” awards, which resulted in sizable cash and GAAP
tax benefits in past years. We believe that most of the share-based compensation awards to date meet the
"grandfather" requirement and will not be subject to the annual $1 million deduction limitation. However, future
equity awards to our named executive officers may no longer be fully deductible upon vest or exercise over the long
term. This will negatively impact our GAAP and cash taxes in the year of vest or exercise. As an example,
performance share units (PSUs) granted to named executive officers under our current PSU plan that are subject to
this limitation will vest no earlier than fiscal 2024 and may be subject to limited deductibility for U.S. tax purposes in
that year.

Our cash paid for income taxes for fiscal 2018 and 2017 was higher than our income tax expense primarily

as a result of non-cash tax benefits recognized in our income tax expense relating to timing differences for which
the cash benefit is expected to occur in a future period.

We believe that our income tax reserves are adequately maintained by taking into consideration both the
technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final
determination of our tax return positions, if audited, is uncertain and therefore there is a possibility that final
resolution of these matters could have a material impact on our results of operations or cash flows. See Note 13 in
our accompanying consolidated financial statements for additional discussion.

Reportable Segment Results

Our segment financial performance is measured based on segment profit (loss) which excludes certain non-

operational items including acquisition-related expenses, certain impairments and restructuring charges.

Vistaprint

In thousands

Year Ended June 30,

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

Reported Revenue . . . . . . . . . . . . . . . . . . . . . . . $ 1,462,686
Segment Profit . . . . . . . . . . . . . . . . . . . . . . . . . .

241,479

$ 1,310,975

$ 1,220,751

167,687

214,947

12%

44%

(22)%

vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . .

17%

13%

18%

Segment Revenue

Vistaprint's reported revenue growth for the year ended June 30, 2018 was positively affected by currency

impacts of 3%, resulting in constant-currency growth of 9%. The Vistaprint constant-currency growth was due to
continued growth in repeat customer bookings and was positively impacted by strategic initiatives, including new
product and service introductions.

Vistaprint's reported revenue growth for the year ended June 30, 2017 of 7% was negatively affected by

currency impacts of 2%, resulting in constant-currency growth of 9%. The Vistaprint constant-currency growth was
due to growth in both repeat customers and new customer bookings. Performance continued to be stronger in the
North America and Australian markets with improving results in certain European markets. In addition, some of our
customer value proposition efforts, including our continued roll-out of shipping price reductions, created revenue
headwinds in certain markets, including France, Germany, the Netherlands, United Kingdom and the United States,
but we expect these investments will attract higher-value customers and improve customer loyalty in future periods.

Segment Profitability

Vistaprint's segment profit increased for the year ended June 30, 2018 as compared to the prior period,

driven primarily by operating expense savings as a result of recent reorganization initiatives and incremental profit
from revenue growth. In the current period, Vistaprint's segment profit was positively impacted by currency
movements. Our investments in new products and services positively impacted revenue but have had a more
limited benefit to segment profit as we continue to scale and optimize these new offerings.

Vistaprint's segment profit decreased for the year ended June 30, 2017 as compared to the prior period,

primarily due to the roll-out of planned investments including shipping price reductions, expanded design services
and new product production that had negatively impacted gross profit. While these investments reduced profitability
in fiscal 2017, we expect these investments will attract higher-value customers and improve customer loyalty in
future periods. The increases in planned investments were partially offset by operating expense efficiencies and
incremental profits from revenue growth.

Upload and Print

In thousands

Year Ended June 30,

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

Reported Revenue . . . . . . . . . . . . . . . . . . . . . . . $
Segment Profit . . . . . . . . . . . . . . . . . . . . . . . . . .

730,010

588,613

432,638

79,310

63,189

58,207

24%

26%

36%

vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . .

11%

13%

Segment Revenue

Upload and Print's reported revenue growth for the year ended June 30, 2018 was positively affected by

currency impacts of 11%, resulting in constant-currency growth of 13%. During fiscal 2018, we owned all of our
Upload and Print businesses for the full comparable period, so all businesses are included in the constant-currency
growth rate. The Upload and Print constant-currency revenue growth was primarily driven by continued growth from
our Exagroup, Pixartprinting, Printdeal and WIRmachenDRUCK businesses. During the fourth quarter of fiscal
2018, some of our businesses experienced increased price-focused competition in certain markets and products.
We believe that we are well positioned for long-term success in the European market and that our geographic
diversity, profitability and scale would enable us to reduce prices in the near term, if and when appropriate, to
address any price-focused competition. Any such price reductions could create fluctuations in growth and,
sometimes, profit; however we believe we remain poised to outperform and outlast these competitors in the long
term.

Upload and Print's reported revenue growth for the year ended June 30, 2017 of 36% was primarily due to
the addition of revenue from our fiscal 2016 acquisition of WIRmachenDRUCK. The reported revenue growth was
negatively impacted by currency impacts of 3%. The segment's constant-currency revenue growth excluding
revenue from businesses acquired in fiscal 2017 was 13%, primarily driven by continued growth from our
Pixartprinting, Printdeal and Exagroup businesses. Our growth in constant currency revenue excluding recent
acquisitions moderated as we passed the acquisition anniversary of some of the slower-growing acquisitions, and
we also saw moderation in the growth rates of businesses acquired during prior years.

Segment Profitability

Upload and Print's segment profit for the year ended June 30, 2018 increased compared to the prior year

primarily due to incremental gross profits driven by the revenue growth described above and operating expense
efficiencies in several businesses. Segment profit was also influenced by lower investments due in part to prior year
investments related to certain technology enhancements and improved connection points to the mass customization
platform. Upload and Print segment profit was positively impacted by currency movements.

Upload and Print segment profitability for the year ended June 30, 2017 increased compared to the prior

year primarily due our acquisition of WIRmachenDRUCK, which did not have a full comparable fiscal year in 2016.
This increase was partially offset by a decline in the profitability of our Tradeprint business, as well as continued
investments in oversight, technology and marketing.

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National Pen

In thousands

Year Ended June 30,

2018

2017

Reported Revenue . . . . . . . . . . . . . . . . . . . . . . . $
Segment Profit (Loss). . . . . . . . . . . . . . . . . . . . .

333,266

112,712

22,165

(2,225)

vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)%2

Segment Revenue

2016

n/a

2018 vs. 2017

2017 vs. 2016

196%

1,096%

n/a

National Pen's reported revenue growth for the year ended June 30, 2018 was positively affected by
currency impacts of 6%, resulting in constant-currency revenue growth of 190%. Fiscal 2017 included only a partial
year of National Pen results due to the timing of the acquisition. The constant-currency revenue growth, excluding
the impacts of quarters with no comparable results, was 25% and driven by increases across channels and
geographies, as we have seen improved marketing performance, increased marketing and prospecting activities,
and increased sales to other Cimpress businesses. We expect revenue growth in future periods will moderate from
the recent high-growth trend, which was influenced by easier comparisons versus the year-ago period during which
National Pen had reduced marketing investments and therefore had lower revenue.

For the year ended June 30, 2017, our reported revenue was $112.7 million. As we acquired National Pen

on December 30, 2016, there are no comparative operating results presented for fiscal 2016.

Segment Profitability

Segment profit increased $24.4 million for the year ended June 30, 2018 as fiscal 2017 included only a
partial period of results, as well as the revenue growth described above and cost savings from post-acquisition
synergies. These increases were partially offset by increased customer prospecting activities, as well as planned
technology investments. Due to our adoption of the new revenue standard on July 1, 2018, we will no longer
capitalize and amortize direct-response advertising costs, which is expected to create volatility in our profitability
results as costs will be expensed earlier, as incurred.

For the year ended June 30, 2017, our adjusted net operating loss was $2.2 million. As we acquired

National Pen on December 30, 2016, there are no comparative operating results presented for fiscal 2016.

All Other Businesses

In thousands

Year Ended June 30,

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

Reported Revenue . . . . . . . . . . . . . . . . . . . . . . . $
Segment Loss . . . . . . . . . . . . . . . . . . . . . . . . . .

87,583

128,795

138,244

(34,620)

(31,307)

(9,328)

(32)%

(11)%

(7)%

(236)%

vv
% of revrr enue

. . . . . . . . . . . . . . . . . . . . . . . . . . .

(40)%0

(24)%4

(7)%7

This segment consists of multiple small, rapidly evolving early-stage businesses by which Cimpress is

expanding to new markets. These businesses are subject to high degrees of risk and we expect that each of their
business models will rapidly evolve in function of future trials and entrepreneurial pivoting. Therefore, in all of these

businesses we continue to operate at a significant operating loss as previously described and as planned, and we
expect to continue to do so in the next several years. Our All Other Businesses segment also includes Albumprinter
results through the divestiture date of August 31, 2017.

Segment Revenue

The All Other Businesses segment revenue decline was caused by the divestiture of our Albumprinter

business, which was completed on August 31, 2017. Constant-currency growth, excluding the impact of the
Albumprinter business, was 40% for the year ended June 30, 2018 driven by continued growth in the remaining
businesses in the segment.

The All Other Businesses revenue decline for the year ended June 30, 2017 was due to the termination of

certain partner contracts in both our Vistaprint Corporate Solutions and Albumprinter businesses. These declines
were partially offset by growth in Albumprinter's direct to consumer business and Vistaprint Corporate Solutions'
new lines of business, as well as growth in our remaining businesses in the segment that continued to grow off aff
relatively small base.

Segment Profitability

The segment loss increased by $3.3 million for the year ended June 30, 2018, as compared to the prior
period, primarily due to our first quarter fiscal 2018 divestiture of our Albumprinter business, as well as additional
investments in our Vistaprint Corporate Solutions business. The increase to segment loss was offset by volume
absorption and advertising spend efficiencies in the other businesses in this segment.

The increase in segment loss for the year ended June 30, 2017 as compared to the prior period is primarily

due to the reduction in partner related profits of $17.8 million, as well as increased investment in each of our
businesses, partially offset by growth in the direct to consumer part of the Albumprinter business.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data:

In thousands

Year Ended June 30,

2018

2017

2016

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

192,332 $

156,736 $

247,358

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash (used in) provided by financing activities. . . . . . . . . . . . . . . . . . . . . .

(10,594)

(177,757)

(301,789)

104,578

(265,538)

(5,338)

At June 30, 2018, we had $44.2 million of cash and cash equivalents and $839.4 million of debt, excluding

debt issuance costs and debt discounts. We expect cash and cash equivalents and debt levels to fluctuate over
time depending on our working capital needs, our organic investment levels, share repurchases and acquisition
activity. The cash flows during the year ended June 30, 2018 related primarily to the following items:

Cash inflows:

•

Net income of $46.8 million

Adjustments for non-cash items of $168.2 million primarily related to positive adjustments for depreciation
and amortization of $169.0 million, share-based compensation costs of $50.5 million, unrealized currency-
related losses of $3.9 million, and the change of our contingent earn-out liability of $1.8 million partially
offset by negative adjustments for our gain on the sale of our Albumprinter business of $47.5 million and
non-cash tax related items of $14.0 million

Proceeds from the sale of our Albumprinter business of $93.8 million, net of transaction costs

Proceeds from the sale of a noncontrolling interest related to our WIRmachenDRUCK business of $35.4
million

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•

Proceeds from the issuance of ordinary shares from the exercise of share options of $12.0 million

Excluding the impact of the earn-out and restructuring payments described in the cash outflows section
below, the changes in operating assets and liabilities were a source of cash during the period.

Cash outflows:

•

Purchases of our ordinary shares of $94.7 million

Capital expenditures of $60.9 million of which the majority of these assets were related to the purchase of
manufacturing and automation equipment for our production facilities, and computer and office equipment

Payments of acquisition-related earn-outs of $51.3 million, primarily for our WIRmachenDRUCK acquisition.
The portion of the earn-out payment contingent upon employment, as well as the contingent consideration
payment in excess of acquisition date fair value, is $49.2 million and presented within operating activities.
The remaining $2.1 million cash outflow representing the purchase consideration included in the acquisition
date fair value is a financing activity.

Payments of debt and debt issuance costs of $54.4 million, net of proceeds

Internal costs for software and website development that we have capitalized of $40.8 million

Issuance of loans of $21.0 million to two equity holders of our Printi business (refer to Note 15 in the
accompanying consolidated financial statements for additional details)

Payments of withholding taxes in connection with share awards of $19.7 million

Payments for capital lease arrangements of $17.6 million

Payments related to our recent restructuring actions was $17.3 million

Payment of an early redemption premium of $14.4 million, related to the refinancing of our senior unsecured
notes

Additional Liquidity and Capital Resources Information. During the year ended June 30, 2018, we financed

our operations and strategic investments through internally generated cash flows from operations and debt
financing. As of June 30, 2018, a significant portion of our cash and cash equivalents were held by our subsidiaries,
and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were $29.4 million.
We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and
available, without legal restrictions, to fund ordinary business operations and investments of the respective
subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in
the form of dividends or otherwise, could have tax consequences that could result in material cash outflows.

Debt. On June 15, 2018, we completed a debt offering of $400.0 million in aggregate principal amount of

7.0% senior notes due 2026. We used a portion of the net proceeds of this offering to redeem the $275.0 million of
senior notes due 2022 and fund the satisfaction of the indenture governing those notes. We used the remaining
portion of the net proceeds to repay indebtedness outstanding under the credit facility and fund the payment of all
related fees and expenses. Refer to Note 10 in the accompanying consolidated financial statements for additional
details.

In conjunction with the senior notes offering described above, we executed an amendment to our senior
secured credit facility that expanded the total capacity from $1,045.0 million to $1,128.2 million. The amendment
made changes to the senior secured credit agreement, including:

•

The aggregate revolving loan commitments under the agreement were increased from $745.0 million to
$839.4 million. The capacity of term loans remained unchanged, of which $285.0 million remained
outstanding as of June 30, 2018.

•

The amendment extended the maturity date of all loans under the agreement from July 13, 2022 to June
14, 2023.

The interest rate at which LIBOR borrowings bear interest was lowered from LIBOR plus 1.50% to 2.25% to
LIBOR plus 1.375% to 2.0%, depending on our leverage ratio, which is the ratio of our consolidated total
indebtedness to our consolidated trailing twelve-month EBITDA.

• Our maximum leverage ratio under the agreement was increased from 4.50 to 4.75, and we may increase
our leverage ratio to up to 5.00 (4.75 allowed before the amendment) for up to four consecutive fiscal
quarters after certain corporate acquisitions as defined within the agreement.

•

The amendment decreased the maximum commitment fee paid on unused balances from 0.40% to 0.35%,
depending upon our leverage ratio.

We expect to use our expanded credit facility to fund investments and working capital needs. Refer to Note

10 in the accompanying consolidated financial statements for additional details.

As of June 30, 2018, we had aggregate loan commitments from our senior secured credit facility totaling
$1,124.4 million. The loan commitments consisted of revolving loans of $839.4 million and term loans of $285.0
million. We have other financial obligations that constitute additional indebtedness based on the definitions within
the credit facility. As of June 30, 2018, the amount available for borrowing under our senior secured credit facility
was as follows:

In thousands
Maximum aggregate available for borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Outstanding borrowings of senior secured credit facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Remaining amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Limitations to borrowing due to debt covenants and other obligations (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount available for borrowing as of June 30, 2018 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

June 30, 2018

1,124,422

(432,414)

692,008

(124,467)

567,541

_________________

(1) The debt covenants of our senior secured credit facility limit our borrowing capacity each quarter, depending on our leverage and other
indebtedness, such as notes, capital leases, letters of credit, and any other debt, as well as other factors that are outlined in the credit
agreement.

(2) Share purchases, dividend payments, and corporate acquisitions are subject to more restrictive covenants, and therefore we may not be able

to use the full amount available for borrowing for these purposes.

Debt Covenants. Our credit agreement and senior unsecured notes indenture contain financial and other

covenants as well as customary representations, warranties and events of default, which are detailed in Note 10 of
the accompanying consolidated financial statements. As of June 30, 2018, we were in compliance with all financial
and other covenants under the credit agreement and senior unsecured notes indenture.

Other debt. Other debt primarily consists of term loans acquired through our various acquisitions. As of

June 30, 2018 we had $7.0 million outstanding for other debt payable through September 2024.

Our expectations for fiscal year 2019. We believe that our available cash, cash flows generated from

operations, and cash available under our committed debt financing will be sufficient to satisfy our liabilities and
planned investments to support our long-term growth strategy. We endeavor to invest large amounts of capital that
we believe will generate returns that are above, or well above, our weighted average cost of capital. We consider
any use of cash that we expect to require more than twelve months to return our invested capital to be an allocation
of capital. For fiscal 2019, we expect to have opportunities to allocate capital to the following broad categories and
consider our capital to be fungible across all of these categories:

• Organic investments will continue to be made across a wide spectrum of activities. These range from large,
discrete projects that we believe can provide us with materially important competitive capabilities and/or
market positions over the longer term to smaller investments intended to maintain or improve our
competitive position and support value-creating revenue growth.

•

Purchases of our ordinary shares

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•

Corporate acquisitions and similar investments

Reduction of debt

Contractual Obligations

Contractual obligations at June 30, 2018 are as follows:

In thousands

Payments Due by Period

Total

Less
than 1
year

1-3
years

3-5
years

Operating leases, net of subleases . . . . . . . . . $

76,838 $

22,623 $

31,705 $

14,808 $

Build-to-suit lease . . . . . . . . . . . . . . . . . . . . . . .
Purchase commitments . . . . . . . . . . . . . . . . . .

Senior unsecured notes and interest
payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other debt and interest payments . . . . . . . . . .

96,680
57,291

624,000

550,068

12,569
29,161

29,167

78,522

25,138
28,130

56,000

101,724

23,357
—

56,000

368,540

Capital leases . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,438,032 $

27,596
5,559

10,850
2,761
185,653 $

11,563
2,473
256,733 $

2,895
325
465,925 $

___________________

More
than 5
years

7,702

35,616
—

482,833

1,282

2,288
—
529,721

(1) We may be required to make cash outlays related to our uncertain tax positions. However, due to the uncertainty of the timing of future cash
flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if
any, with the respective taxing authorities. Accordingly, uncertain tax positions of $4.9 million as of June 30, 2018 have been excluded from
the contractual obligations table above. For further information on uncertain tax positions, see Note 13 to the accompanying consolidated
financial statements.

Operating Leases. We rent office space under operating leases expiring on various dates through 2026.
Future minimum rental payments required under our leases are an aggregate of approximately $76.8 million. The
terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit in
the amount of $2.6 million.

Build-to-suit lease. Represents the cash payments for our leased facility in Waltham, Massachusetts, USA.

Please refer to Note 2 in the accompanying consolidated financial statements for additional details.

Purchase Commitments. At June 30, 2018, we had unrecorded commitments under contract of $57.3

million. Purchase commitments consisted of third-party web services of $21.0 million, inventory purchase
commitments of $8.4 million, production and computer equipment purchases of approximately $8.2 million,
commitments for professional and consulting fees of $3.6 million, commitments for advertising campaigns of $2.2
million, and other unrecorded purchase commitments of $14.0 million.

Senior unsecured notes and interest payments. Our 7.0% senior unsecured notes due 2026 bear interest at
a rate of 7.0% per annum and mature on June 15, 2026. Interest on the notes is payable semi-annually on June 15
and December 15 of each year and has been included in the table above.

Other debt and interest payments. At June 30, 2018, the term loans of $285.0 million outstanding under our

credit agreement have repayments due on various dates through June 14, 2023, with the revolving loans
outstanding of $147.4 million due on June 14, 2023. Interest payable included in this table is based on the interest
rate as of June 30, 2018 and assumes all LIBOR based revolving loan amounts outstanding will not be paid until
maturity, but that the term loan amortization payments will be made according to our defined schedule and all Prime
rate based revolving loan amounts will be paid within a year. Interest payable includes the estimated impact of our
interest rate swap agreements.

In addition, we have other debt which consists primarily of debt assumed as part of certain of our fiscal

2015 acquisitions, and as of June 30, 2018 we had $7.0 million outstanding for those obligations that have
repayments due on various dates through September 2024.

Capital leases. We lease certain machinery and plant equipment under capital lease agreements that

expire at various dates through 2022. The aggregate carrying value of the leased equipment under capital leases
included in property, plant and equipment, net in our consolidated balance sheet at June 30, 2018, is $31.0 million,
net of accumulated depreciation of $36.7 million. The present value of lease installments not yet due included in
other current liabilities and other liabilities in our consolidated balance sheet at June 30, 2018 amounts to $27.6
million.

Other Obligations. Other obligations include deferred payments related to previous acquisitions of $3.5

million in the aggregate. We also have an installment obligation of $2.1 million related to the fiscal 2012 intra-entity
transfer of the intellectual property of our subsidiary Webs, Inc., which resulted in tax being paid over a 7.5 year
term and has been classified as a deferred tax liability in our consolidated balance sheet as of June 30, 2018.

Additional Non-GAAP Financial Measures

Adjusted net operating profit (NOP) and free cash flow presented below, and constant-currency revenue

growth and constant-currency revenue growth excluding acquisitions/divestitures presented on page 7 above, are
supplemental measures of our performance that are not required by, or presented in accordance with, GAAP.
Adjusted NOP is defined as GAAP operating income excluding certain items such as acquisition-related
amortization and depreciation, expense recognized for earn-out related charges, including the
ff
of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent
upon continued employment, share-based compensation related to investment consideration, certain impairment
expense, restructuring charges, and the gain on purchase or sale of subsidiaries. The interest expense associated
with our Waltham lease, as well as realized gains (losses) on currency forward contracts that do not qualify for
hedge accounting, are included in Adjusted NOP.

change in fair value

Adjusted NOP is the primary profitability metric by which we measure our consolidated financial

performance and is provided to enhance investors' understanding of our current operating results from the
underlying and ongoing business for the same reasons it is used by management. For example, as we have
become more acquisitive over recent years we believe excluding the costs related to the purchase of a business
(such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides
further insight into the performance of the underlying acquired business in addition to that provided by our GAAP
operating income. As another example, as we do not apply hedge accounting for our currency forward contracts, we
believe inclusion of realized gains and losses on these contracts that are intended to be matched against
operational currency fluctuations provides further insight into our operating performance in addition to that provided
by our GAAP operating income. We do not, nor do we suggest that investors should, consider such non-GAAP
financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Free cash flow is used by management to assess the cash flow generation of the company. Free cash flow
is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases
of intangible assets not related to acquisitions, and capitalization of software and website development costs, plus
payment of contingent consideration in excess of acquisition-date fair value and gains on proceeds from insurance,
if any. The primary financial metric by which we set quarterly and annual budgets both for individual businesses and
Cimpress-wide is our free cash flow prior to cash interest costs.

The table below sets forth operating income and adjusted net operating profit for the years ended June 30,

2018, 2017 and 2016:

In thousands

GAAP operating income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Exclude expense (benefit) impact of:

Acquisition-related amortization and depreciation. . . . . . . . . . . . . . . . . . . . .

Earn-out related charges (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share-based compensation related to investment consideration . . . . . . . . .

Certain impairments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring related charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: Interest expense associated with Waltham, MA lease . . . . . . . . . . . . .

Less: Gains on the purchase or sale of subsidiaries (3) . . . . . . . . . . . . . . . .

Include: Realized (losses) gains on certain currency derivatives not included
in operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Year Ended June 30,

2018
157,800 $

2017

2016

(45,702) $

78,193

50,149

2,391

6,792

—

15,236

(7,489)

(47,945)

(11,445)

46,402

40,384

9,638

9,556

26,700

(7,727)

—

16,474

40,834

6,378

4,835

41,820

381

(6,287)

—

5,863

Adjusted NOP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

165,489 $

95,725 $

172,017

_________________

(1) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-

out mechanisms dependent upon continued employment.

(2) Includes the impact of certain impairments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other".

(3) Includes the impact of the gain on the sale of Albumprinter, as well as a bargain purchase gain as defined by ASC 805-30 - "Goodwill or Gain
from Bargain Purchase" for an acquisition in which the identifiable assets acquired and liabilities assumed are greater than the consideration
transferred, that was recognized in general and administrative expense in our consolidated statement of operations during the year ended
June 30, 2018.

The table below sets forth net cash provided by operating activities and free cash flow for the years ended

June 30, 2018, 2017 and 2016:

In thousands

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . .

Purchases of intangible assets not related to acquisitions . . . . . . . . . . . . . .

Capitalization of software and website development costs . . . . . . . . . . . . . .

Payment of contingent consideration in excess of acquisition-date fair
value (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended June 30,

2018

2017

2016

192,332 $

156,736

247,358

(60,930)

(308)

(40,847)

49,241

(74,157)

(197)

(37,307)

—

(80,435)

(476)

(26,324)

8,613

3,624

Proceeds from insurance related to investing activities. . . . . . . . . . . . . . . . .

—

Free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

139,488 $

45,075 $

152,360

_________________

(1) Includes a portion of the earn-out payment that is presented within net cash provided by operating activities as part of the change in accrued
expenses and other liabilities. This portion of the earn-out was deemed to be a compensation arrangement since it included an employment-
related contingency.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”). To apply these principles, we must make estimates and judgments that affect our reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. In some
instances, we reasonably could have used different accounting estimates and, in other instances, changes in the
accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ
significantly from our estimates. We base our estimates and judgments on historical experience and other
assumptions that we believe to be reasonable at the time under the circumstances, and we evaluate these
estimates and judgments on an ongoing basis. We refer to accounting estimates and judgments of this type as
critical accounting policies and estimates, which we discuss further below. This section should be read in

conjunction with Note 2, "Summary of Significant Accounting Policies," of our audited consolidated financial
statements included elsewhere in this Report.

Revenue Recognition. Our businesses generate revenue primarily from the sale and shipping of

customized manufactured products, as well as providing digital services, website design and hosting, email
marketing services, and order referral fees. We recognize revenue arising from sales of products and services, net
of discounts and applicable indirect taxes, when it is realized or realizable and earned. We consider revenue
realized or realizable and earned when there is persuasive evidence of an arrangement, a product has been
shipped or service rendered with no significant post-delivery obligation on our part, the net sales price is fixed or
determinable and collection is reasonably assured. For arrangements with multiple deliverables, we allocate
revenue to each deliverable based on the relative selling price for each deliverable. We determine the relative
selling price using a hierarchy of (1) company specific objective and reliable evidence, then (2) third-party evidence,
then (3) best estimate of selling price. Shipping, handling and processing charges billed to customers are included
in revenue at the time of shipment or rendering of service. Revenues from sales of prepaid orders on our websites
are deferred until shipment of fulfilled orders or until the prepaid service has been rendered.

A reserve for estimated sales returns and allowances is recorded as a reduction of revenue, based on

historical experience or specific identification of an event necessitating a reserve. This reserve is dependent upon
customer return practices and will vary during the year due to volume or specific reserve requirements. Sales
returns have not historically been significant to our net revenue and have been within our estimates.

Share-Based Compensation. We measure share-based compensation costs at fair value, and recognize

the expense over the period that the recipient is required to provide service in exchange for the award, which
generally is the vesting period. We recognize the impact of forfeitures as they occur.

We primarily issue performance share units, or PSUs, which are estimated at fair value on the date of
grant, which is fixed throughout the vesting period. The fair value is determined using a Monte Carlo simulation
valuation model. As the PSUs include both a service and market condition the related expense is recognized using
the accelerated expense attribution method over the requisite service period for each separately vesting portion of
the award. For PSUs that meet the service vesting condition, the expense recognized over the requisite service
period will not be reversed if the market condition is not achieved.

The compensation expense for these awards is estimated at fair value using a Monte Carlo simulation

valuation model and compensation costs are recorded only if it is probable that the performance condition will be
achieved.

In addition to service vesting and market condition requirements, we have certain PSUs that contain an

additional performance condition, based on a multi-year performance target. The compensation expense for these
awards is estimated at fair value using a Monte Carlo simulation valuation model and compensation costs are
recorded only if it is probable that the performance condition will be achieved. If we determine the awards are not
probable at some point during the performance vesting period we would reverse any expense recognized to date.
During fiscal 2018, we issued PSUs that contain a performan
rr
and recognized $13,503 of expense. If the performance condition is determined to not be probable in a future
period, we will reverse this expense in the period they are no longer considered probable.

ce condition that we deemed probable of achievement

Income Taxes. As part of the process of preparing our consolidated financial statements, we calculate our

income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax
expense, including assessing the risks associated with tax positions, together with assessing temporary and
permanent differences resulting from differing treatment of items for tax and financial reporting purposes. We
recognize deferred tax assets and liabilities for the temporary differences using the enacted tax rates and laws that
will be in effect when we expect temporary differences to reverse. We assess the ability to realize our deferred tax
assets based upon the weight of available evidence both positive and negative. To the extent we believe that it is
more likely than not that some portion or all of the deferred tax assets will not be realized, we establish a valuation
allowance. Our estimates can vary due to the profitability mix of jurisdictions, foreign exchange movements,
changes in tax law, regulations or accounting principles, as well as certain discrete items. In the event that actual
results differ from our estimates or we adjust our estimates in the future, we may need to increase or decrease
income tax expense, which could have a material impact on our financial position and results of operations.

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We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which,

additional taxes will be due. These reserves are established when we believe that certain positions might be
challenged despite our belief that our tax return positions are in accordance with applicable tax laws. We adjust
these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation,
or the change of an estimate based on new information. To the extent that the final outcome of these matters is
different than the amounts recorded, such differences will affect the provision for income taxes in the period in which
such determination is made. Interest and, if applicable, penalties related to unrecognized tax benefits are recorded
in the provision for income taxes. Stranded income tax effects in accumulated other comprehensive income or loss
are released on an item-by-item basis based on when the applicable derivative is recognized in earnings.

Software and Website Development Costs. We capitalize eligible salaries and payroll-related costs of

employees who devote time to the development of our websites and internal-use computer software. Capitalization
begins when the preliminary project stage is complete, management with the relevant authority authorizes and
commits to the funding of the software project, and it is probable that the project will be completed and the software
will be used to perform the function intended. These costs are amortized on a straight-line basis over the estimated
useful life of the software, which is three years. Our judgment is required in determining whether a project provides
new or additional functionality, the point at which various projects enter the stages at which costs may be
capitalized, assessing the ongoing value and impairment of the capitalized costs, and determining the estimated
useful lives over which the costs are amortized. Historically we have not had any significant impairments of our
capitalized software and website development costs.

Business Combinations. We recognize the tangible and intangible assets acquired and liabilities assumed

based on their estimated fair values at the date of acquisition. The fair value of identifiable intangible assets is
based on detailed cash flow valuations that use information and assumptions provided by management. The
valuations are dependent upon a myriad of factors including historical financial results, estimated customer renewal
rates, projected operating costs and discount rates. We estimate the fair value of contingent consideration at the
time of the acquisition using all pertinent information known to us at the time to assess the probability of payment of
contingent amounts or through the use of a Monte Carlo simulation model. We allocate any excess purchase price
over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. The
assumptions used in the valuations for our acquisitions may differ materially from actual results depending on
performance of the acquired businesses and other factors. While we believe the assumptions used were
appropriate, different assumptions in the valuation of assets acquired and liabilities assumed could have a material
impact on the timing and extent of impact on our statements of operations.

Goodwill is assigned to reporting units as of the date of the related acquisition. If goodwill is assigned to

more than one reporting unit, we utilize a method that is consistent with the manner in which the amount of goodwill
in a business combination is determined. Costs related to the acquisition of a business are expensed as incurred.

Goodwill, Indefinite-Lived Intangible Assets, and Other Definite Lived Long-Lived Assets. We evaluate

goodwill and indefinite-lived intangible assets for impairment annually or more frequently when an event occurs or
circumstances change that indicate that the carrying value may not be recoverable. We have the option to first
assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less
than its carrying amount. We consider the timing of our most recent fair value assessment and associated
headroom, the actual operating results as compared to the cash flow forecasts used in those fair value
assessments, the current long-term forecasts for each reporting unit, and the general market and economic
environment of each reporting unit. In addition to the specific factors mentioned above, we assess the following
individual factors on an ongoing basis such as:

•

A significant adverse change in legal factors or the business climate;

An adverse action or assessment by a regulator;

Unanticipated competition;

A loss of key personnel; and

A more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold
or otherwise disposed of.

If the results of the qualitative analysis were to indicate that the fair value of a reporting unit is less than its
carrying value, the quantitative test is required. Under the quantitative approach, we estimate the fair values of our
reporting units using a discounted cash flow methodology. This analysis requires significant judgment and is based
on our strategic plans and estimation of future cash flows, which is dependent on internal forecasts. Our annual
analysis also requires significant judgment including the identification and aggregation of reporting units, as well as
the determination of our discount rate and perpetual growth rate assumptions.

We are required to compare the fair value of the reporting unit with its carrying value and recognize an

impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value.

We are required to evaluate the estimated useful lives and recoverability of definite lived long-lived assets
(for example, customer relationships, developed technology, property, and equipment) on an ongoing basis when
indicators of impairment are present. For purposes of the recoverability test, long-lived assets are grouped with
other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash
flows of other assets and liabilities. The test for recoverability compares the undiscounted future cash flows of the
long-lived asset group to its carrying value. If the carrying values of the long-lived asset group exceed the
undiscounted future cash flows, the assets are considered to be potentially impaired. The next step in the
impairment measurement process is to determine the fair value of the individual net assets within the long-lived
asset group. If the aggregate fair values of the individual net assets of the group are less than the carrying values,
an impairment charge is recorded equal to the excess of the aggregate carrying value of the group over the
aggregate fair value. The loss is allocated to each long-lived asset within the group based on their relative carrying
values, with no asset reduced below its fair value. The identification and evaluation of a potential impairment
requires judgment and is subject to change if events or circumstances pertaining to our business change. We
evaluated our long-lived assets for impairment and during the year ended June 30, 2018, we recognized no
impairments.

Recently Issued or Adopted Accounting Pronouncements

See Item 8 of Part II, “Financial Statements and Supplementary Data — Note 2 — Summary of Significant

Accounting Policies — Recently Issued or Adopted Accounting Pronouncements."

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. Our exposure to interest rate risk relates primarily to our cash, cash equivalents and

debt.

As of June 30, 2018, our cash and cash equivalents consisted of standard depository accounts which are

held for working capital purposes. We do not believe we have a material exposure to interest rate fluctuations
related to our cash and cash equivalents.

As of June 30, 2018, we had $432.4 million of variable-rate debt and $2.1 million of variable rate
installment obligation related to the fiscal 2012 intra-entity transfer of Webs' intellectual property. As a result, we
have exposure to market risk for changes in interest rates related to these obligations. In order to mitigate our
exposure to interest rate changes related to our variable rate debt, we execute interest rate swap contracts to fix the
interest rate on a portion of our outstanding or forecasted long-term debt with varying maturities. As of June 30,
2018, a hypothetical 100 basis point increase in rates, inclusive of our outstanding interest rate swaps, would result
in an increase to interest expense of approximately $2.4 million over the next 12 months.

Currency Exchange Rate Risk. We conduct business in multiple currencies through our worldwide
operations but report our financial results in U.S. dollars. We manage these risks through normal operating activities
and, when deemed appropriate, through the use of derivative financial instruments. We have policies governing the
use of derivative instruments and do not enter into financial instruments for trading or speculative purposes. The
use of derivatives is intended to reduce, but does not entirely eliminate, the impact of adverse currency exchange
rate movements. A summary of our currency risk is as follows:

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•

Translation of our non-U.S. dollar revenues and expenses:
currencies other than the U.S. dollar could result in higher or lower net income when, upon consolidation,
those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a
given currency are materially different, we may be exposed to significant impacts on our net income and
non-GAAP financial metrics, such as adjusted EBITDA.

Revenue and related expenses generated in

Our currency hedging objectives are targeted at reducing volatility in our forecasted U.S. dollar-equivalent
adjusted EBITDA in order to protect our debt covenants. Since adjusted EBITDA excludes non-cash items
such as depreciation and amortization that are included in net income, we may experience increased, not
decreased, volatility in our GAAP results due to our hedging approach. Our most significant net currency
exposures by volume are in the Euro and British Pound.

In addition, we elect to execute currency derivatives contracts that do not qualify for hedge accounting. As a
result, we may experience volatility in our consolidated statements of operations due to (i) the impact of
unrealized gains and losses reported in other (expense) income, net on the mark-to-market of outstanding
contracts and (ii) realized gains and losses recognized in other (expense) income, net, whereas the
offsetting economic gains and losses are reported in the line item of the underlying activity, for example,
revenue.

Translation of our non-U.S. dollar assets and liabilities
liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains
and losses from translation are included as a component of accumulated other comprehensive loss on the
consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our
assets and liabilities.

: Each of our subsidiaries translates its assets and

We have currency exposure arising from our net investments in foreign operations. We enter into currency
derivatives to mitigate the impact of currency rate changes on certain net investments.

Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from
remeasurement of monetary assets and liabilities denominated in currencies other than the functional
currency of a subsidiary are included in other (expense) income, net on the consolidated statements of
operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their
functional currency. Due to the significance of these balances, the revaluation of intercompany loans can
have a material impact on other (expense) income, net. We expect these impacts may be volatile in the
future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated

group because they are either 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with
cross currency swaps. A hypothetical 10% change in currency exchange rates was applied to total net
monetary assets denominated in currencies other than the functional currencies at the balance sheet dates
to compute the impact these changes would have had on our income before taxes in the near term. The
balances are inclusive of the notional value of any cross currency swaps designated as cash flow hedges. A
hypothetical decrease in exchange rates of 10% against the functional currency of our subsidiaries would
have resulted in an increase of $51.1 million, $61.3 million and $21.3 million on our income before income
taxes for the years ended June 30, 2018, 2017 and 2016, respectively.

Item 8.

Financial Statements and Supplementary Data

CIMPRESS N.V.

INDEX TO CONSOLIDATED FINANCIAL STATTT EMENTS

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Supervisory Board and Shareholders of Cimpress N.V.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Cimpress N.V. and its subsidiaries as

of June 30, 2018 and June 30, 2017, and the related consolidated statements of operations, consolidated
statements of comprehensive income (loss), consolidated statements of shareholders’ equity, and consolidated
statements of cash flows for each of the three years in the period ended June 30, 2018, including the related notes
and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated
financial statements”). We also have audited the Company's internal control over financial reporting as of June 30,
2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of June 30, 2018 and June 30, 2017, and the results of their
operations and their cash flows for each of the three years in the period ended June 30, 2018 in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of June 30, 2018, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining

effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under
Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the
Company's internal control over financial reporting based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that

we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud, and whether effective internal control
over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of

material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 10, 2018

We have served as the Company’s auditor since 2014.

CIMPRESS N.V.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

June 30,
2018

June 30,
2017

Assets
Current assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts receivable, net of allowances of $6,898 and $3,590, respectively . . . . . . . . . . . . .
Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software and website development costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities, noncontrolling interests and shareholders’ equity
Current liabilities:

44,227 $
55,621
60,602
78,846
—
239,296
483,664
56,199
67,087
520,843
230,201
54,927
1,652,217 $

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

152,436 $
186,661

Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease financing obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Commitments and contingencies (Note 17)
Redeemable noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity:

27,697
59,259
54,971
—
481,024
51,243
102,743
767,585
69,524
1,472,119

25,697
48,630
46,563
78,835
46,276
246,001
511,947
48,470
48,004
514,963
275,924
34,560
1,679,869

127,386
175,567

30,372
28,926
78,435
8,797
449,483
60,743
106,606
847,730
94,683
1,559,245

86,151

45,412

Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued
and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627
shares issued; and 30,876,193 and 31,415,503 shares outstanding, respectively . . . . . . . .
Treasury shares, at cost, 13,204,434 and 12,665,124 shares, respectively . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity attributable to Cimpress N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests (Note 14). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities, noncontrolling interests and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . $

—

615
(685,577)
395,682
452,756
(69,814)
93,662
285
93,947
1,652,217 $

615
(588,365)
361,376
414,771
(113,398)
74,999
213
75,212
1,679,869

See accompanying notes.

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CIMPRESS N.V.
CONSOLIDATED STATTT EMENTS OF OPERATIONS
(in thousands, except share and per share data)

Year Ended June 30,

2018

2017

2016

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

2,592,541 $

2,135,405 $

1,788,044

Cost of revenue (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,279,799

1,036,975

Technology and development expense (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Marketing and selling expense (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General and administrative expense (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization of acquired intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring expense (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

245,758

714,654

176,958

49,881

15,236

(Gain) on sale of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(47,545)

Impairment of goodwill and acquired intangible assets . . . . . . . . . . . . . . . . . . . .

Income (loss) from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Add: Net (income) loss attributable to noncontrolling interest . . . . . . . . . . . . . . .

—

157,800

(21,032)

(53,043)

(17,359)

66,366

19,578

46,788

(3,055)

243,230

610,932

207,569

46,145

26,700

—

9,556

(45,702)

10,362

(43,977)

—

(79,317)

(7,118)

(72,199)

488

Net income (loss) attributable to Cimpress N.V. . . . . . . . . . . . . . . . . . . . . . . . . . $

43,733 $

(71,711) $

Basic net income (loss) per share attributable to Cimpress N.V.. . . . . . . . . . . . . $

Diluted net income (loss) per share attributable to Cimpress N.V. . . . . . . . . . . . $

1.41

1.36

(2.29) $

773,640

210,080

508,502

145,844

40,563

381

—

30,841

78,193

26,098

(38,196)

—

66,095

15,684

50,411

3,938

54,349

1.72

1.64

Weighted average shares outstanding — basic . . . . . . . . . . . . . . . . . . . . . . . . .

30,948,081

31,291,581

31,656,234

Weighted average shares outstanding — diluted . . . . . . . . . . . . . . . . . . . . . . . .

32,220,401

31,291,581

33,049,454

____________________________________________

(1) Share-based compensation is allocated as follows:

Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

361 $

289 $

Technology and development expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Marketing and selling expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,580

6,683

31,515

1,327

8,724

4,857

28,500

6,257

5,892

1,591

16,273

—

Year Ended June 30,

2018

2017

2016

See accompanying notes.

CIMPRESS N.V.
CONSOLIDATED STATTT EMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

Year Ended June 30,

2018

2017

2016

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

46,788 $

(72,199) $

50,411

Other comprehensive income (loss), net of tax:

Foreign currency translation gains (losses), net of hedges . . . . . . . . . . . . . . . .

35,148

(4,681)

(7,537)

Net unrealized gain (loss) on derivative instruments designated and qualifying
as cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amounts reclassified from accumulated other comprehensive loss to net
income (loss) on derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrealized (loss) gain on available-for-sale-securities. . . . . . . . . . . . . . . . . . . .

Amounts reclassified from accumulated other comprehensive loss to net
income (loss) for realized gains on available-for-sale securities . . . . . . . . . . . .

Gain on pension benefit obligation, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Add: Comprehensive (income) loss attributable to noncontrolling interests. . . .

11,521

(1,297)

(2,504)

(960)

—

357

92,854

(5,421)

1,369

(5,756)

2,268

2,194

(78,102)

1,008

1,587

517

—

561

43,035

2,208

Total comprehensive income (loss) attributable to Cimpress N.V. . . . . . . . . . . . . . $

87,433 $

(77,094) $

45,243

See accompanying notes.

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CIMPRESS N.V.
CONSOLIDATED STATTT EMENTS OF SHAREHOLDERS' EQUITY
(in thousands)

Ordinary Shares

Treasury Shares

Number of
Shares
Issued

Amount

Number
of
Shares

Amount

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity

Balance at June 30, 2015 . . . . . . .

44,080

615

(10,878) $ (412,132) $ 324,281

$ 435,052

(98,909) $

248,907

Cumulative effect adjustment
related to adoption of share-
based compensation standard
(ASU 2016-09) . . . . . . . . . . . . . . .

Issuance of ordinary shares due
to share option exercises, net of
shares withheld for taxes . . . . . . .

Issuance of ordinary shares in
conjunction with
WIRmachenDRUCK acquisition . .

Restricted share units vested, net
of shares withheld for taxes . . . . .

Grant of restricted share awards. .

Share-based compensation
expense . . . . . . . . . . . . . . . . . . . .

Purchase of ordinary shares . . . . .

Redeemable noncontrolling
interest accretion to redemption
value . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to
Cimpress N.V. . . . . . . . . . . . . . . . .

Net unrealized loss on derivative
instruments designated and
qualifying as cash flow hedges . . .

Unrealized gain on marketable
securities. . . . . . . . . . . . . . . . . . . .

Foreign currency translation, net
of hedges . . . . . . . . . . . . . . . . . . .

Unrealized gain on pension
benefit obligation, net of tax . . . . .

546

2,000

120

5,199

(493)

112

180

4,900

3,910

3,857

3,094

(11,326)

(3,094)

21,368

(2,160)

(153,467)

(4,919)

54,349

(917)

517

2,546

4,706

8,810

(7,469)

—

21,368

(153,467)

(4,919)

54,349

(917)

517

(9,267)

561

Balance at June 30, 2016 . . . . . . .

44,080

615

(12,544) $ (548,549) $ 335,192

$ 486,482

(108,015) $

165,725

Issuance of ordinary shares due
to share option exercises, net of
shares withheld for taxes . . . . . . .

Restricted share units vested, net
of shares withheld for taxes . . . . .

Share-based compensation
expense . . . . . . . . . . . . . . . . . . . .

Purchase of ordinary shares . . . . .

Net loss attributable to Cimpress
N.V. . . . . . . . . . . . . . . . . . . . . . . . .

Redeemable noncontrolling
interest accretion to redemption
value . . . . . . . . . . . . . . . . . . . . . . .

Reclassification of mandatorily
redeemable noncontrolling
interest . . . . . . . . . . . . . . . . . . . . .

Net unrealized gain on derivative
instruments designated and
qualifying as cash flow hedges . . .

Unrealized loss on marketable
securities. . . . . . . . . . . . . . . . . . . .

Realized gain on sale of
marketable securities . . . . . . . . . .

Foreign currency translation, net
of hedges . . . . . . . . . . . . . . . . . . .

Unrealized gain on pension
benefit obligation, net of tax . . . . .

319

154

6,949

(3,455)

3,243

(10,576)

(594)

(50,008)

(71,711)

43,504

(3,357)

3,494

(7,333)

43,504

(50,008)

(71,711)

(3,357)

(5,756)

2,268

(4,161)

2,194

Balance at June 30, 2017 . . . . . . .

44,080

615

(12,665) $ (588,365) $ 361,376

$ 414,771

(113,398) $

74,999

See accompanying notes.

CIMPRESS N.V.
CONSOLIDATED STATTT EMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
(in thousands)

Ordinary Shares

Treasury Shares

Number of
Shares
Issued

Amount

Number
of
Shares

Amount

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity

Cumulative effect adjustment
related to adoption of income tax
standard (ASU 2016-16) . . . . . . . .

Issuance of ordinary shares due
to share option exercises, net of
shares withheld for taxes . . . . . . .

Restricted share units vested, net
of shares withheld for taxes . . . . .

Grant of restricted share awards. .

Share-based compensation
expense . . . . . . . . . . . . . . . . . . . .

Purchase of ordinary shares . . . . .

Net income attributable to
Cimpress N.V. . . . . . . . . . . . . . . . .

Net unrealized gain on derivative
instruments designated and
qualifying as cash flow hedges . . .

Foreign currency translation, net
of hedges . . . . . . . . . . . . . . . . . . .

Unrealized gain on pension
benefit obligation, net of tax . . . . .

293

(3,174)

(4,999)

(2)

840

(168)

(895)

(94,710)

(4,784)

44,089

(5,864)

43,733

(5,864)

(8,173)

(3,944)

(168)

44,089

(94,710)

43,733

10,561

32,782

357

Balance at June 30, 2018 . . . . . . .

44,080

615

(13,206) $ (685,577) $ 395,682

$ 452,756

(69,814) $

93,662

See accompanying notes.

CIMPRESS N.V.
CONSOLIDATED STATTT EMENTS OF CASH FLOWS
(in thousands)

F
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1
0
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K

Operating activities

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

46,788 $

(72,199) $

50,411

Year Ended June 30,

2018

2017

2016

Adjustments to reconcile net income (loss) to net cash provided by operating
activities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

169,005

Impairment of goodwill and acquired intangible assets. . . . . . . . . . . . . . . . . . .

Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Abandonment of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

50,466

(14,039)

—

Gain on sale of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(47,545)

Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Change in contingent earn-out liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on sale of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrealized (gain) loss on derivatives not designated as hedging instruments
included in net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Payments of contingent consideration in excess of acquisition date fair value.

Effect of exchange rate changes on monetary assets and liabilities
denominated in non-functional currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on proceeds from insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in operating assets and liabilities:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses and other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investing activities

17,359

1,774

—

(15,540)

(4,639)

19,460

4,668

—

(5,123)

(7,068)

(2,472)

21,782

(42,544)

192,332

158,400

9,556

48,627

(41,358)

2,408

—

39,377

(2,268)

15,813

—

(5,690)

2,886

—

4,701

(8,699)

521

25,332

(20,671)

156,736

131,918

30,841

23,772

(15,922)

10,979

—

(8,163)

(8,613)

(9,199)

5,784

(3,136)

6,766

(11)

(7,668)

25,670

13,929

247,358

Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(60,930)

(74,157)

(80,435)

Proceeds from the sale of subsidiaries, net of transaction costs and cash
divested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Business acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Purchases of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capitalization of software and website development costs . . . . . . . . . . . . . . . . . .
Proceeds from the sale of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from insurance related to investing activities . . . . . . . . . . . . . . . . . . . . .

Proceeds from sale of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . .

Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . .

Financing activities

Proceeds from borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Payments for early redemption of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . .

Payments of early redemption fees for senior notes . . . . . . . . . . . . . . . . . . . . . . .

Payments of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Payments of purchase consideration included in acquisition-date fair value. . . . .

See accompanying notes.

93,779

(110)

(308)

(40,847)
886

—

(3,064)

(10,594)

805,995
400,000

(974,781)

(275,000)

(14,438)

(10,629)

(2,105)

—

(204,875)

(164,412)

(197)

(37,307)
4,513

—

6,346

3,888

(476)

(26,324)
—

3,624

—

2,485

(301,789)

(265,538)

737,075
—

598,008
—

(539,913)

(430,622)

—

(229)

(539)

—

(70)

(7,330)

CIMPRESS N.V.
CONSOLIDATED STATTT EMENTS OF CASH FLOWS (CONTINUED)
(in thousands)

Year Ended June 30,

2018

2017

2016

Financing activities (continued)

Payments of withholding taxes in connection with equity awards . . . . . . . . . . . . .

Payments of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Purchase of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Purchase of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Proceeds from issuance of ordinary shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Issuance of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Proceeds from sale of noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital contribution from noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . .

Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(19,698)

(17,618)

(94,710)

(1,144)

11,981

(21,000)

35,390

—

(14,568)

(15,887)

(50,008)

(20,230)

6,192

—

1,404

1,281

Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . .

(177,757)

104,578

Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Change in cash held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . . .

2,507

12,042

18,530

25,697

788

(12,042)

(51,729)

77,426

(7,467)

(13,933)

(153,467)

—

4,705

—

5,141

(303)

(5,338)

(2,640)

—

(26,158)

103,584

Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

44,227 $

25,697 $

77,426

Supplemental disclosures of cash flow information:
Cash paid during the period for:

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56,614 $
32,278

45,275 $
49,342

Non-cash investing and financing activities:
Capitalization of construction costs related to financing lease obligation . . . . . . .
Property and equipment acquired under capital leases. . . . . . . . . . . . . . . . . . . . .
Amounts accrued related to business acquisitions . . . . . . . . . . . . . . . . . . . . . . . .

—
531
3,457

—
14,422
46,124

37,623
19,750

19,264
7,535
5,868

See accompanying notes.

F
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0
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CIMPRESS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS
Years Ended June 30, 2018, 2017 and 2016
(in thousands, except share and per share data)

1. Description of the Business

Cimpress is a strategically-focused group of more than a dozen businesses that specialize in mass
customization, via which we deliver large volumes of individually small-sized customized orders for a broad
spectrum of print, signage, photo merchandise, invitations and announcements, packaging, apparel and other
categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long
term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the
business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few
shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other
central activities to only those which absolutely must be performed centrally.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Cimpress N.V., its wholly owned subsidiaries,

entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest
and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in
entities in which we cannot exercise significant influence, and the related equity securities do not have a readily
determinable fair value, are accounted for using the cost method and are included in other assets on the
consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the amounts reported in the consolidated financial statements and accompanying
notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of
our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for
business combinations, and income taxes and related valuation allowances, among others. By their nature,
estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be

the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents
consist of depository accounts and money market funds. Cash and cash equivalents restricted for use were $90
and $520 as of June 30, 2018 and 2017, respectively, and are included in other assets in the accompanying
consolidated balance sheets.

Marketable Securities

We determine the appropriate classification of marketable securities at the date of purchase and reevaluate

the classification at each balance sheet date. Our marketable securities are classified as "available-for-sale" and
carried at fair value, with the unrealized gains and losses, net of taxes if applicable, reported as a separate
component of accumulated other comprehensive loss. On December 22, 2016, we sold all of our Plaza Create Co.
Ltd. common shares, which were classified as held for sale. We recognized a net gain of $2,268 as part of other
(expense) income, net on our statement of operations for the year ended June 30, 2017. We did not sell marketable
securities during the years ended June 30, 2018 or 2016.

Accounts Receivable

Accounts receivable includes amounts due from customers. We offset gross trade accounts receivable with

an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in existing
accounts receivable. Account balances are charged off aff gainst the allowance when the potential for recovery is no
longer reasonably assured.

Inventories

Inventories consist primarily of raw materials and are recorded at the lower of cost or net realizable value

using the first-in, first-out method. Costs to produce free products are included in cost of revenues as incurred.

Property, Pyy

lant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Additions

and improvements that substantially extend the useful life of a particular asset are capitalized while repairs and
maintenance costs are expensed as incurred. Assets that qualify for the capitalization of interest cost during their
construction period are evaluated on a per project basis and, if material, the costs are capitalized. No interest costs
associated with our construction projects were capitalized in fiscal 2018 or 2017 as the amounts were not material.
Depreciation of plant and equipment is recorded on a straight-line basis over the estimated useful lives of the
assets.

Software and Web Site Development Costs

We capitalize eligible salaries and payroll-related costs of employees who devote time to the development

of websites and internal-use computer software. Capitalization begins when the preliminary project stage is
complete, management with the relevant authority authorizes and commits to the funding of the software project,
and it is probable that the project will be completed and the software will be used to perform the function intended.
These costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally
over a three year period. Costs associated with preliminary stage software development, repair, maintenance or the
development of website content are expensed as incurred.

Amortization of previously capitalized amounts in the years ended June 30, 2018, 2017 and 2016 was
$31,332, $24,571 and $14,355, respectively, resulting in accumulated amortization of $84,279 and $59,554 at
June 30, 2018 and 2017, respectively.

Leases

We categorize leases at their inception as either operating or capital leases. Costs for operating leases that
include incentives such as payment escalations or rent abatements are recognized on a straight-line basis over the
term of the lease. Additionally, inducements received are treated as a reduction of our costs over the term of the
agreement. Leasehold improvements are capitalized at cost and amortized over the shorter of their expected useful
life or the life of the lease, excluding renewal periods.

Capital leases are accounted for as an acquisition of an asset and incurrence of an obligation. Assets held

under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value
of the leased asset at the inception of the lease, and amortized over the useful life of the asset. The corresponding
capital lease obligation is recorded at the present value of the minimum lease payments at inception of the lease.

For lease arrangements where we are deemed to be involved in the construction of structural improvements
prior to the commencement of the lease or take some level of construction risk, we are considered the owner of the
assets during the construction period. Accordingly, as the lessor incurs the construction project costs, the assets
and corresponding financial obligation are recorded in our consolidated balance sheet. Once the construction is
completed, if the lease meets certain “sale-leaseback” criteria, we will remove the asset and related financial
obligation from the balance sheet and treat the building lease as either an operating or capital lease based on our
assessment of the guidance. If, upon completion of construction, the project does not meet the “sale-leaseback”
criteria, the lease will be treated as a financing obligation and we will depreciate the asset over its estimated useful
life for financial reporting purposes.

Insurance Recoveries

Insurance proceeds related to incurred losses are recognized when recovery is probable, while business

interruption recoveries follow the gain contingency model and are recognized when realized or realizable and
earned. During the years ended June 30, 2018, 2017 and 2016, we received insurance proceeds of $327, $829 and
$11,943, respectively, which were used to offset any incurred losses, relating to the write-off of t
he net book value of
damaged machinery, equipment and inventory and property-related cleanup costs, as well as claim preparation
costs. We also recognized net gains within other (expense) income, net of $675, $807 and $3,947, respectively,
which includes the recovery of business interruption lost profits and the recovery of the replacement value of
damaged machinery and equipment in excess of carrying value. As of June 30, 2018, all of these claims are closed.

F
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Intangible Assets

We capitalize the costs of purchasing patents from unrelated third parties and amortize these costs over

the estimated useful life of the patent. The costs related to patent applications, pursuing others who we believe
infringe on our patents, and defending against patent-infringement claims are expensed as incurred.

We record acquired intangible assets at fair value on the date of acquisition using the income approach to

value the trade names, customer relationships and customer network and a replacement cost approach to value
developed technology and our print network. The income approach calculates fair value by discounting the
forecasted after-tax cash flows back to a present value using an appropriate discount rate. The baseline data for
this analysis was the cash flow estimates used to price the transaction. We amortize such assets using the straight-
line method over the expected useful life of the asset, unless another amortization method is deemed to be more
appropriate. In estimating the useful life of the acquired assets, we reviewed the expected use of the assets
acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of
an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic
factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events
and circumstances warrant a revision to the remaining useful life. If the estimate of an intangible asset’s remaining
useful life is changed, we amortize the remaining carrying value of the intangible asset prospectively over the
revised remaining useful life.

Long-Lived Assets

Long-lived assets with a finite life are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would
necessitate an impairment assessment include a significant decline in the observable market value of an asset, a
significant change in the extent or manner in which an asset is used, or any other significant adverse change that
would indicate that the carrying amount of an asset or group of assets may not be recoverable. During the year
ended June 30, 2017, we recognized a partial impairment charge for the acquired intangible assets of our
Tradeprint reporting unit of $3,211. Refer to Note 8 for additional information.
charges for acquired intangible assets in the other periods presented.

We recognized no impairment

During the years ended June 30, 2017 and 2016 we committed to plans to abandon certain manufacturing

equipment and recognized losses of $2,408 and $10,979, respectively. The related loss during the year ended June
30, 2017 was recognized in cost of revenue, technology and development expense, and restructuring expense for
$1,119, $678, and $611, respectively, while the entire loss for the previous year was allocated to cost of revenue.
We did not recognize any abandonment charges during the fiscal year ended June 30, 2018.

Business Combinations

We recognize the assets acquired and liabilities assumed in business combinations on the basis of their fair

values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of
methods and each asset is measured at fair value from the perspective of a market participant. The method used to
estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market
participant would make in order to evaluate an asset, including a market participant’s use of the asset and the
appropriate discount rates. Assets acquired that are determined to not have economic use for us are expensed
immediately. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is

allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are
expensed as incurred.

The consideration for our acquisitions often includes future payments that are contingent upon the
occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for
such contingent payments at fair value on the acquisition date. We estimate the fair value of contingent
consideration obligations through valuation models that incorporate probability adjusted assumptions related to the
achievement of the milestones and thus likelihood of making related payments or by using a Monte Carlo simulation
model. We revalue these contingent consideration obligations each reporting period. Changes in the fair value of
our contingent consideration obligations are recognized within general and administrative expense in our
consolidated statements of operations.

Goodwill

The evaluation of goodwill for impairment is performed at a level referred to as a reporting unit. A reporting

unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at
which the impairment test is performed requires an assessment as to whether the operations below the operating
segment should be aggregated as one reporting unit due to their similarity or reviewed individually. Goodwill is
evaluated for impairment on an annual basis or more frequently when an event occurs or circumstances change
that indicate that the carrying value may not be recoverable. Goodwill is considered to be impaired when the
carrying amount of a reporting unit exceeds its estimated fair value.

We have the option to first assess qualitative factors to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value. If the results of this analysis indicate that the fair value of
a reporting unit is less than its carrying value, the quantitative impairment test is required; otherwise, no further
assessment is necessary. To pTT
erform the quantitative approach, we estimate the fair value of our reporting units
using a discounted cash flow methodology. If the carrying value of the net assets assigned to the reporting unit
exceeds the fair value of the reporting unit, then a second step of the impairment test is performed in order to
determine the implied fair value of our reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill
exceeds its implied fair value, then we record an impairment loss equal to the difference. Refer to Note 8 forff
additional information.

Debt Issuance Costs

Expenses associated with the issuance of debt instruments are capitalized and are amortized over the

terms of the respective financing arrangement on a straight-line basis through the maturity date of the related debt
instrument. During the years ended June 30, 2018 and 2017, we capitalized debt issuance costs related to the
refinancing of our senior secured credit facility and senior unsecured notes of $11,666 and $229, respectively.
Amortization expense and the write-off of c
the consolidated statements of operations and amounted to $1,821, $1,578, and $1,588, for the years ended June
30, 2018, 2017 and 2016, respectively. During the year ended June 30, 2018, we also expensed $2,921 of
unamortized costs related to the extinguishment of our senior unsecured notes, which has been presented
separately in the consolidated statements of operations as part of loss on early extinguishment of debt. Refer to
Note 10 for additional information.

osts related to debt modifications are included in interest expense, net in

Unamortized debt issuance costs were $12,585 and $5,661 as of June 30, 2018 and 2017, respectively.

When we make changes to our financing arrangements, we re-evaluate the capitalization of these costs which
could result in the immediate recognition of any unamortized debt issuance costs in our statement of operations.

Derivative Financial Instruments

We record all derivatives on the consolidated balance sheet at fair value. We apply hedge accounting to
arrangements that qualify and are designated for hedge accounting treatment, which includes cash flow and net
investment hedges. Hedge accounting is discontinued prospectively if the hedging relationship ceases to be effective
or the hedging or hedged items cease to exist as a result of maturity, sale, termination or cancellation.

Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows,
or other types of forecasted transactions, are considered cash flow hedges which could include interest rate swap
contracts and cross-currency swap contracts. In a cash flow hedging relationship, the effective portion of the change

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in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive loss, while any
ineffective portion is recognized directly in earnings, as a component of other (expense) income, net. The portion of
gain or loss on the derivative instrument previously recorded in accumulated other comprehensive (loss) income
remains in accumulated other comprehensive (loss) income until the forecasted transaction is recognized in earnings.

Derivatives designated and qualifying as hedges of currency exposure of a net investment in a foreign operation
are considered net investment hedges which could include cross-currency swap and currency forward contracts. In
hedging the currency exposure of a net investment in a foreign operation, the effective portion of gains and losses on
the hedging instruments is recognized in accumulated other comprehensive (loss) income as part of currency translation
adjustment, while any ineffective portion is recognized directly in earnings, as a component of other (expense) income,
net. The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive
(loss) income remains in accumulated other comprehensive (loss) income until we reduce our investment in the hedged
foreign operation through a sale or substantial liquidation.

We also enter into derivative contracts that are intended to economically hedge certain of our risks, even
though we may not elect to apply hedge accounting or the instrument may not qualify for hedge accounting. When
hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as
a component of other (expense) income, net.

In accordance with the fair value measurement guidance, our accounting policy is to measure the credit risk
of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty
portfolio. We execute our derivative instruments with financial institutions that we judge to be credit-worthy, defined
as institutions that hold an investment grade credit rating.

Mandatorily Redeemable Noncontrolling Interest

Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily

redeemable when they are subject to an unconditional obligation to be redeemed by both parties. The redeemable
noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified
event that is certain to occur and are to be redeemed via the transfer of assets. Mandatorily redeemable
noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring
basis to the expected redemption value. During the year ended June 30, 2017, the terms of our arrangement with
the shareholders of Printi LLC were amended, resulting in the inclusion of a mandatory redemption feature as part
of the amended arrangement. Refer to Note 15 for additional details.

Shareholders’ Equity

Comprehensive Income (loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) is
composed of net income (loss), unrealized gains and losses on marketable securities and derivatives, unrealized
loss on pension benefit obligation, and cumulative foreign currency translation adjustments, which are included in
the accompanying consolidated statements of comprehensive income.

Treasury Shares

Treasury shares are accounted for using the cost method and are included as a component of
shareholders' equity. We reissue treasury shares as part of our share-based compensation programs and as
consideration for some of our acquisition transactions. Upon issuance of treasury shares we determine the cost
using the average cost method.

Revenue Recognition

Our businesses generate revenue primarily from the sale and shipping of customized manufactured
products, as well as providing digital services, website design and hosting, email marketing services, order referral
fees and other third party offerings. We recognize revenue arising from sales of products and services when we
have persuasive evidence of an arrangement, the product has been shipped or service rendered with no significant
post-delivery obligations on our part, the net sales price is fixed or determinable and collectability is reasonably

assured. For subscription services we recognize revenue for the fees charged to customers ratably over the term of
the service arrangement. Revenue is recognized net of discounts we offer to our customers as part of advertising
campaigns. Revenue from sales of prepaid orders on our websites are deferred until shipment of fulfilled orders or
until the prepaid service has been rendered.

For arrangements with multiple deliverables, we allocate revenue to each deliverable if the delivered item(s)

has value to the customer on a standalone basis and, if the arrangement includes a general right of return relative
to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially
within our control. The stand-alone selling price for a deliverable is determined using a hierarchy of (1) Company
specific objective and reliable evidence, then (2) third-party evidence, then (3) best estimate of selling price. We
allocate total arrangement fee to each of the deliverables based on their relative stand-alone selling prices.

Shipping, handling and processing costs billed to customers are included in revenue and the related costs
are included in cost of revenue at the time of shipment or rendering of service. Sales and purchases in jurisdictions
which are subject to indirect taxes, such as value added tax (“VATVV ”), are recorded net of tax collected and paid as
we act as an agent for the government.

For promotions through discount voucher websites, we recognize revenue on a gross basis, as we are the
primary obligor, when redeemed items are shipped. As the vouchers do not expire, any unredeemed vouchers are
recorded as deferred revenue. We recognize revenue on the portion of unredeemed vouchers when the likelihood
of redemption becomes remote (referred to as "breakage"), and we determine there is no legal obligation to remit
the value of the unredeemed coupons to government agencies. We estimate the breakage rate based upon the
pattern of historical redemptions.

Restructuring

Restructuring costs are recorded in connection with initiatives designed to improve efficiency or enhance

competitiveness. Restructuring initiatives require us to make estimates in several areas, including expenses for
severance and other employee separation costs and our ability to generate sublease income to enable us to
terminate lease obligations at the estimated amounts. One-time termination benefits are expensed at the date we
notify the employee, unless the employee must provide future service beyond the statutory minimum retention
period, in which case the benefits are expensed ratably over the future service period. Liabilities for costs
associated with a facility exit or disposal activity are recognized when the liability is incurred, as opposed to when
management commits to an exit plan, and are measured at fair value. Restructuring costs are presented as a
separate financial statement line within our consolidated statement of operations.

Advertising Expense

Our advertising costs are primarily expensed as incurred and included in marketing and selling expense.

We capitalize direct response advertising, which consists of customized product sample mailings, and amortize
over the expected future revenue stream. Amortization of capitalized advertising costs is determined using historical
revenue data. The capitalized costs of direct response advertising are amortized, commencing with the date the
product samples are mailed. Capitalized direct response advertising costs included in prepaid expenses and other
current assets as of June 30, 2018 and June 30, 2017 was $4,220 and $4,861, respectively. These capitalized
costs relate to direct response marketing initiatives of our National Pen business. As part of our adoption of
Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09) in the first
quarter of fiscal 2019, these costs will no longer be capitalized as direct response advertising costs, and will be
expensed as incurred. Refer below to the recently issued or adopted accounting pronouncements section for
additional details relating to the new standard.

Advertising expense for the years ended June 30, 2018, 2017 and 2016 was $432,546, $363,936,
and $305,701, respectively, which consisted of external costs related to customer acquisition and retention
marketing campaigns.

Research and Development Expense

Research and development costs are expensed as incurred and included in technology and development
expense. Research and development expense for the years ended June 30, 2018, 2017 and 2016 was $41,451,

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$51,811, and $35,449, respectively, which consisted of costs related to enhancing our manufacturing engineering
and technology capabilities.

Income Taxes

As part of the process of preparing our consolidated financial statements, we calculate our income taxes in

each of the jurisdictions in which we operate. This process involves estimating our current tax expense and
deferred tax expense based on assessing temporary and permanent differences resulting from differing treatment
of items for tax and financial reporting purposes. We recognize deferred tax assets and liabilities for the temporary
differences using the enacted tax rates and laws that will be in effect when we expect temporary differences to
reverse. We assess the ability to realize our deferred tax assets based upon the weight of available evidence both
positive and negative. To the extent we believe that it is more likely than not that some portion or all of the deferred
tax assets will not be realized, we establish a valuation allowance. In the event that actual results differ from our
estimates or we adjust our estimates in the future, we may need to increase or decrease income tax expense,
which could have a material impact on our financial position and results of operations.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax
position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax
position. The tax benefits recognized in our financial statements from such positions are measured as the largest
benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The unrecognized tax
benefits will reduce our effective tax rate if recognized. Interest and, if applicable, penalties related to unrecognized
tax benefits are recorded in the provision for income taxes.

Foreign Currency Translation

Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in

their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and
revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and
losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains
and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional
currency are included in other (expense) income, net in our consolidated statements of operations.

Other (expense) income, net

The following table summarizes the components of other (expense) income, net:

Year Ended June 30,

2018

2017

2016

(Losses) gains on derivatives not designated as hedging instruments (1) . . $

(2,687) $

936 $

Currency-related (losses) gains, net (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other gains (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(19,500)

1,155

5,577

3,849

Total other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(21,032) $

10,362 $

14,026

6,864

5,208

26,098

_____________________

(1) Primarily relates to both realized and unrealized (losses) gains on derivative currency forward and option contracts not designated as

hedging instruments.

(2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency
exchange rate volatility. The currency-related gains (losses), net for the years ended June 30, 2018 and 2017 are primarily driven by this
intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement
of certain intercompany loans, both presented in the same component above. Unrealized losses related to cross-currency swaps were
$2,722, $3,737 and $1,991 for the years ended June 30, 2018, 2017 and 2016, respectively.

(3) The gains recognized during the years ended June 30, 2018 and 2016, were primarily related to insurance recoveries of $675 and $3,947,

respectively. During the year ended June 30, 2017, we recognized a gain of $2,268 related to the sale of Plaza Create Co. Ltd. available for
sale securities.

Net Income (Loss) Per Share Attributable to Cimpress N.V.

Basic net income (loss) per share attributable to Cimpress N.V. is computed by dividing net income (loss)

attributable to Cimpress N.V. by the weighted-average number of ordinary shares outstanding for the respective
period. Diluted net income (loss) per share attributable to Cimpress N.V. gives effect to all potentially dilutive

securities, including share options, restricted share units (“RSUs”), restricted share awards ("RSAs") and
performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards
with performance or market conditions are included using the treasury stock method only if the conditions would
have been met as of the end of the reporting period and their effect is dilutive.

The following table sets forth the reconciliation of the weighted-average number of ordinary shares:

Year Ended June 30,

2018

2017

2016

Weighted average shares outstanding, basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,948,081

31,291,581

31,656,234

Weighted average shares issuable upon exercise/vesting of outstanding share
options/RSUs/RSAs (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares used in computing diluted net income (loss) per share attributable to
Cimpress N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average anti-dilutive shares excluded from diluted net income (loss)
per share attributable to Cimpress N.V.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,272,320

—

1,393,220

32,220,401

31,291,581

33,049,454

2,291

21,978

35,725

______

(1) In the periods we report a net loss, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive.

Compensation Expense

Share-based compensation

Compensation expense for all share-based awards is measured at fair value on the date of grant and

recognized over the requisite service period. We recognize the impact of forfeitures as they occur. The fair value of
share options is determined using the Black-Scholes valuation model, or lattice model for share options with a
market condition or subsidiary share options. The fair value of RSUs and RSAs is determined based on the quoted
price of our ordinary shares on the date of the grant. Such value is recognized ratably as expense over the requisite
service period, or on an accelerated method for awards with a performance or market condition. For awards that
are ultimately settleable in cash, we treat as liability awards and mark the award to market each reporting period,
recognizing any gain or loss in our statements of operations. For awards with a performance condition vesting
feature, compensation cost is recorded if it is probable that the performance condition will be achieved.

In addition to a service vesting and market condition (based on the three year moving average of the
Cimpress share price) contained in our standard performance share units, we also issue awards that contain
financial performance conditions. These awards with a discretionary performance condition are subject to mark-to-
market accounting throughout the performance vesting period. The compensation expense for these awards is
estimated at fair value using a Monte Carlo simulation valuation model and compensation costs are recorded only if
it is probable that the performance condition will be achieved. We are required to reassess the probability each
reporting period. If we determine the awards are not probable at some point during the performance vesting period
we would reverse any expense recognized to date.

Sabbatical Leave

Compensation expense associated with a sabbatical leave, or other similar benefit arrangements, is
accrued over the requisite service period during which an employee earns the benefit, net of estimated forfeitures,
and is included in other liabilities on our consolidated balance sheets.

Concentrations of Credit Risk

We monitor the creditworthiness of our customers to which we grant credit terms in the normal course of

business. We do not have any customers that accounted for greater than 10% of our accounts receivable as of
June 30, 2018 and 2017. We do not have any customers that accounted for greater than 10% of our revenue for
the years ended June 30, 2018, 2017 and 2016.

We maintain an allowance for doubtful accounts for potential credit losses based upon specific customer

accounts and historical trends, and such losses to date in the aggregate have not materially exceeded our
expectations.

Waltham Lease Arrangement

In July 2013, we executed a lease agreement to move our Lexington, Massachusetts, USA operations to a

then yet to be constructed facility in Waltham, Massachusetts, USA. During the first quarter of fiscal 2016, the
building was completed and we commenced lease payments in September 2015 and will make lease payments
through September 2026.

For accounting purposes, we were deemed to be the owner of the Waltham building during the construction

period, and accordingly we recorded the construction project costs incurred by the landlord as an asset with a
corresponding financing obligation on our balance sheet. We evaluated the Waltham lease in the first quarter of
fiscal 2016 and determined that the transaction did not meet the criteria for "sale-leaseback" treatment due to our
planned subleasing activity over the term of the lease. Accordingly, we began depreciating the asset and incurring
interest expense related to the financing obligation recorded on our consolidated balance sheet. We bifurcate the
lease payments pursuant to the Waltham lease into (i) a portion that is allocated to the building and (ii) a portion
that is allocated to the land on which the building was constructed. The portion of the lease obligations allocated to
the land is treated as an operating lease that commenced in fiscal 2014.

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Property, plant and equipment, net, included $111,926 and $116,045 as of June 30, 2018 and June 30,
2017, respectively, related to the building. The financing lease obligation and deferred rent credit related to the
building on our consolidated balance sheets was $115,312 and $119,176 as of June 30, 2018 and June 30, 2017,
respectively.

Recently Issued or Adopted Accounting Pronouncements

New Accounting Standards Adopted

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Income Taxes (Topic 740):
Intra-Entity Transfers of Assets Other Than Inventory" (ASU 2016-16), which requires the recognition for income tax
consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We elected to
early adopt the new standard during the first quarter of fiscal 2018, and recognized a reduction to prepaid and other
current assets of $24,573, an increase in deferred tax assets of $18,710 and a cumulative-effect adjustment to
retained earnings of $5,863. If we had not early adopted, the fiscal 2018 tax expense would be lower by $8,363.

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, "Income Statement -

Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other
Comprehensive Income" (ASU 2018-02), which allows a reclassification from accumulated other comprehensive
income to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act. We elected to
early adopt the new standard during the fourth quarter of fiscal 2018, and reclassified the income tax effects from
accumulated other comprehensive income to retained earnings in the amount of $116. We do not expect any
additional impacts from the new standard.

Issued Accounting Standards to be Adopted

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, "Derivatives and Hedging:

Targeted Improvements to Accounting for Hedging Activities (Topic 815)," (ASU 2017-12), which better aligns a
company’s financial reporting for hedging activities with the economic objectives of those activities. The amendment
is effective for us on July 1, 2019 and permits early adoption, including adoption in an interim period. The standard
requires a modified retrospective transition approach, in which the Company will recognize the cumulative effect of
the change on the opening balance of each affected component of equity in the statement of financial position as of
the date of adoption. We do not expect this standard to have material impact on our consolidated financial
statements.

In May 2017, the FASB issued Accounting Standards Update No. 2017-09, "Compensation - Stock

Compensation (Topic 718)," (ASU 2017-09), which clarifies the application of Topic 718 when accounting for
changes in the terms and conditions of a share-based payment award. The new standard requires changes to the
terms or conditions of a share-based payment award to be accounted for under modification accounting unless
there is no change to the fair value, vesting conditions and classification of the award after modification. The
amendment is effective for us and will be adopted on July 1, 2018. The amendment is to be applied prospectively,
and we do not expect it to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Statement of Cash Flows

(Topic 230) Restricted Cash" (ASU 2016-18), which requires that a statement of cash flows explain the change
during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash
equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-
of-period total amounts shown on the statement of cash flows. The amendment is effective for us and will be
adopted on July 1, 2018. This amendment will affect the presentation of our statement of cash flows once adopted,
and we do not expect it to have material impact on our consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-04, "Liabilities - Extinguishment of

Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products" (ASU 2016-04),
which requires an entity to recognize breakage for a liability resulting from the sale of a prepaid stored-value
product in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it
is probable that a significant reversal of the recognized breakage amount will not subsequently occur. The new
standard is effective for us on July 1, 2018. The standard permits early adoption and should be applied either
retrospectively to each period presented or by means of a cumulative adjustment to retained earnings as of the
beginning of the fiscal year adopted. We do not expect the effect of ASU 2016-04 to have a material impact on our
consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" (ASU
2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently
classified as operating leases. The standard also retains a distinction between finance leases and operating leases.
The new standard is effective for us on July 1, 2019 and we expect to adopt the new standard using the modified
retrospective approach. We also plan to use the transition relief package, in which we will not reassess the
classification of our existing leases, whether any expired or existing contracts contain leases and if our existing
leases have any initial direct costs. We are currently evaluating the requirements of the standard and we have not
yet determined the impact of adoption on our consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with
Customers" (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be
entitled for the transfer of promised goods or services to customers. This guidance will replace most existing
revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal
years beginning after December 15, 2017, which would result in an effective date for us of July 1, 2018. The
standard permits the use of either the retrospective or modified retrospective method. We will adopt the new
standard in the first quarter of fiscal 2019, and we will apply the modified retrospective approach.

We have completed our impact assessment of the new standard, which was performed on a business by

business basis through a review of contract terms and material revenue streams. We have identified an impact
related to direct-response advertising costs, which are costs currently capitalized and expensed based on the
guidance outlined in ASC 340 - "Other Assets and Deferred Assets". The guidance included in ASC 340 has been
eliminated, and under the new revenue standard these costs will be expensed as incurred because they do not
meet the requirements for capitalization since they are not direct and incremental to obtaining a contract. We expect
this change to impact the timing for a portion of advertising expenses within our National Pen business, but we do
not expect it to have a material impact on our consolidated results. By applying the modified retrospective approach
for implementing the standard, we expect to adjust approximately $3,800 of capitalized costs as of June 30, 2018 to
retained earnings during the first quarter of fiscal 2019.

We have also identified an impact related to customer loyalty programs that are offered by several of our

businesses. Under the new revenue standard, the rewards associated with these programs will be recognized as an
additional performance obligation, resulting in an allocation of the transaction price and deferral of revenue until the
subsequent reward redemption. We do not expect this change to have a material impact on our consolidated
results.

We are continuing to make changes to certain processes and internal controls, in order to address the

impacts of the new standard, which we expect to finalize during the first quarter of fiscal 2019. Lastly, we are
continuing to evaluate the disclosure requirements of the new standard.

3. Fair Value Measurements

We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement

disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the
valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•

Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities
in active markets.

Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar assets in markets that are not active and inputs that are
observable for the asset or liability, either directly or indirectly, for substantiall
instrument.

y the full term of the financial

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value
measurement.

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A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input

that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are
measured at fair value on a recurring basis and are categorized using the fair value hierarchy:

June 30, 2018

Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Assets

Interest rate swap contracts . . . . . . . . . . . . . . . . . . . . . . . . . $

13,370 $

— $

13,370 $

Currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . . .

Currency option contracts . . . . . . . . . . . . . . . . . . . . . . . . . .

9,202

1,782

—

9,202

1,782

Total assets recorded at fair value . . . . . . . . . . . . . . . . . . . . $

24,354 $

— $

24,354 $

Liabilities

Cross-currency swap contracts . . . . . . . . . . . . . . . . . . . . . . $

(25,348) $

— $

(25,348) $

Currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . . .

(14,201)

Currency option contracts . . . . . . . . . . . . . . . . . . . . . . . . . .

(85)

—

(14,201)

(85)

Total liabilities recorded at fair value . . . . . . . . . . . . . . . . . . $

(39,634) $

— $

(39,634) $

—

June 30, 2017

Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Assets

Interest rate swap contracts . . . . . . . . . . . . . . . . . . . . . . . . . $

Total assets recorded at fair value . . . . . . . . . . . . . . . . . . . . $

1,717 $

— $

1,717 $

Liabilities

Interest rate swap contracts . . . . . . . . . . . . . . . . . . . . . . . . . $

(483) $

— $

(483) $

Cross-currency swap contracts . . . . . . . . . . . . . . . . . . . . . .

Currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . . .

Currency option contracts . . . . . . . . . . . . . . . . . . . . . . . . . .

Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . .

(19,760)

(14,700)

(651)

(5,453)

—

(19,760)

(14,700)

(651)

—

Total liabilities recorded at fair value . . . . . . . . . . . . . . . . . . $

(41,047) $

— $

(35,594) $

—

(5,453)

During the years ended June 30, 2018 and 2017, there were no significant transfers in or out of Level 1,

Level 2 and Level 3 classifications.

The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined

using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of
each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate
volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the
period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own
nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In
adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the
impact of netting and any applicable credit enhancements.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2

of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs,
such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the
respective counterparties' nonperformance risk in the fair value measurement. However, as of June 30, 2018, we
have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our
derivative positions and have determined that the credit valuation adjustments are not significant to the overall
valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are
classified in Level 2 in the fair value hierarchy.

Contingent consideration obligations are measured at fair value and are based on significant inputs not

observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of
contingent consideration uses assumptions and estimates to forecast a range of outcomes and probabilities for the
contingent consideration. Certain contingent consideration obligations are valued using a Monte Carlo simulation
model. We assess these assumptions and estimates on a quarterly basis as additional data impacting the
assumptions is obtained. Any changes in the fair value of contingent consideration related to updated assumptions
and estimates will be recognized within general and administrative expenses in the consolidated statements of
operations during the period in which the change occurs.

Our acquisition of WIRmachenDRUCK on February 1, 2016 included a variable contingent payment up to

€40,000 based on the achievement of a cumulative gross profit target for calendar years 2016 and 2017. During the
fourth quarter of fiscal 2017, we determined it was reasonably certain, based on recent performance, that the
maximum earn-out would be achieved. On January 2, 2018, we paid the maximum amount of €40,000 ($48,069
based on the exchange rate on the day of payment) and $5,951 of the amount paid is considered contingent
consideration and included in the table below.

The following table represents the changes in fair value of Level 3 contingent consideration:

Total Contingent
Consideration

Balance at June 30, 2016 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Fair value adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at June 30, 2017 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Fair value adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,212

4,030

211

5,453

220

Cash payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5,951)

Foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at June 30, 2018 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

278

—

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_____________________

(1) The contingent consideration relates to the WIRmachenDUCK earn-out arrangement, which was paid on January 2, 2018. As of June 30,
2017, contingent consideration was classified as a current liability on the consolidated balance sheet. As of June 30, 2016 the liability was
classified as a long-term liability on the consolidated balance sheet.

As of June 30, 2018 and June 30, 2017, the carrying amounts of our cash and cash equivalents, accounts
receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of June 30,
2018 and June 30, 2017 the carrying value of our debt, excluding debt issuance costs and debt discounts, was
$839,429 and $882,578, respectively, and the fair value was $847,520 and $906,744, respectively. Our debt at
June 30, 2018 includes variable rate debt instruments indexed to LIBOR that resets periodically and fixed rate debt
instruments. The estimated fair value of our debt was determined using available market information based on
recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within
Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be
representative of actual values that could have been or will be realized in the future.

4. Derivative Financial Instruments

We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts,
and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are
recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net
investment hedge, then the effective portion of changes in the fair value of the derivative is recorded in accumulated
other comprehensive loss and is subsequently reclassified into earnings in the period the hedged forecasted transaction
affects earnings. If a derivative is deemed to be ineffective, then the ineffective portion of the change in fair value of
the derivative is recognized directly in earnings. The change in the fair value of derivatives not designated as hedges
is recognized directly in earnings, as a component of other (expense) income, net.

Hedges of Interest Rate Risk

We enter into interest rate swap contracts to manage variability in the amount of our known or expected

cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to
interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as
cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from
a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without
exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in
earnings, as a component of interest expense, net. A portion of six of our interest rate swap contracts was deemed
to be ineffective during the year ended June 30, 2018 and during the year ended June 30, 2017 a portion of two of
our interest rate swap contracts was deemed to be ineffective.

Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be

reclassified to interest expense as interest payments are accrued or made on our variable-rate debt. As of June 30,
2018, we estimate that $730 of income will be reclassified from accumulated other comprehensive loss to interest
expense during the twelve months ending June 30, 2019. As of June 30, 2018, we had nine outstanding interest
rate swap contracts indexed to USD LIBOR. These instruments were designated as cash flow hedges of interest
rate risk and have varying start dates and maturity dates through December 2025.

Interest rate swap contracts outstanding:
Contracts accruing interest as of June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Contracts with a future start date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Notional Amounts

115,000

300,000

415,000

Hedges of Currency Risk

Cross-Currency Swap Contracts

From time to time, we execute cross-currency swap contracts designated as cash flow hedges or net

investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedge currency in
exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate
payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the
contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional
amount in the hedged currency.

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency

exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain
intercompany loans denominated in a currency other than our reporting currency, the U.S. Dollar. As of June 30,
2018, we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional
amount of $120,011, both maturing during June 2019. We entered into the two cross-currency swap contracts to
hedge the risk of changes in one Euro denominated intercompany loan entered into with one of our consolidated
subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income,

net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of June 30, 2018,
we estimate that $1,387 of income will be reclassified from accumulated other comprehensive loss to interest
expense, net during the twelve months ending June 30, 2019.

Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency
exposure of net investments in subsidiaries that have reporting currencies other than the U.S. Dollar. As of June 30,
2018, we had two outstanding cross-currency swap contracts designated as net investment hedges with a total
notional amount of $122,969, both maturing during April 2019. We entered into the two cross-currency swap
contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in a
consolidated subsidiary that has the Euro as its functional currency. Amounts reported in accumulated other
comprehensive loss are recognized as a component of our cumulative translation adjustment.

We did not hold any ineffective cross-currency swaps during the years ended June 30, 2018, 2017 and

2016.

Other Currency Contracts

We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in

various currencies against our reporting currency, the U.S. Dollar.

As of June 30, 2018, we had six currency forward contracts designated as net investment hedges with a

total notional amount of $175,262, maturing during various dates through October 2022. We entered into these
contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in two
consolidated subsidiaries that have Euro as their functional currency. Amounts reported in accumulated other
comprehensive loss are recognized as a component of our cumulative translation adjustment.

We have elected to not apply hedge accounting for all other currency forward and option contracts. During
the years ended June 30, 2018, 2017 and 2016, we have experienced volatility within other (expense) income, net
in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding
currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which
we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP

financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased,
not decreased, volatility in our GAAP results as a result of our currency hedging program.

As of June 30, 2018, we had the following outstanding currency derivative contracts that were not

designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted
transactions denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee,
Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona:

Notional Amount

Effective Date

Maturity Date

Number of Instruments

$606,461

March 2017 through
June 2018

Various dates through
June 2020

518

Index

Various

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Financial Instrument Presentation

The table below presents the fair value of our derivative financial instruments as well as their classification

on the balance sheet as of June 30, 2018 and June 30, 2017. Our derivative asset and liability balances will
fluctuate with interest rate and currency exchange rate volatility.

Asset Derivatives

June 30, 2018

Balance
Sheet line
item

Gross
amounts of
recognized
assets

Gross amount
offset in
Consolidated
Balance Sheet

Net amount

Balance
Sheet line
item

Liability Derivatives

Gross
amounts of
recognized
liabilities

Gross amount
offset in
Consolidated
Balance Sheet

Net amount

Derivatives designated as
hedging instruments

Derivatives in cash flow
hedging relationships

Interest rate swaps . . . .

Cross-currency swaps . .

Derivatives in net
investment hedging
relationships

Cross-currency swaps . .

Currency forward
contracts . . . . . . . . . . . .

Total derivatives
designated as hedging
instruments . . . . . . . . . .

Derivatives not
designated as hedging
instruments

Currency forward
contracts . . . . . . . . . . . .

Currency option
contracts . . . . . . . . . . . .

Total derivatives not
designated as hedging
instruments . . . . . . . . . .

Other
current
assets /
other
assets

Other
current
assets

Other
non-
current
assets

Other
current
assets /
other
assets

—

13,374

(4) $

13,370

Other
current
liabilities /
other
liabilities

Other
current
liabilities

— $

—

(10,659)

—

(10,659)

—

Other
current
liabilities

Other
current
liabilities /
other
liabilities

—

(14,689)

—

(14,689)

(13,387)

—

(13,387)

13,374

(4) $

13,370

(38,735) $

— $ (38,735)

10,433

(1,231) $

9,202

1,782

—

1,782

Other
current
liabilities /
other
liabilities

(1,080) $

266

(814)

(85)

—

(85)

12,215

(1,231) $

10,984

(1,165) $

266

(899)

Asset Derivatives

Liability Derivatives

June 30, 2017

Balance
Sheet line
item

Gross
amounts of
recognized
assets

Gross amount
offset in
Consolidated
Balance Sheet

Balance
Sheet line
item

Gross
amounts of
recognized
liabilities

Gross amount
offset in
Consolidated
Balance Sheet

Net amount

Other
non-
current
assets

Other
current
assets /
other
assets

Other
current
assets /
other
assets . . .

2,072

(355) $

1,717

Other
current
liabilities /
other
liabilities

(483) $

— $

(483)

—

Other
liabilities

—

(7,640)

—

(7,640)

Other
liabilities

—

Other
liabilities

—

(12,120)

—

(12,120)

(9,896)

—

(9,896)

2,072

(355) $

1,717

(30,139) $

— $ (30,139)

Other
current
liabilities /
other
liabilities

Other
current
liabilities /
other
liabilities . . .

— $

—

— $

—

(8,033) $

3,229

(4,804)

(651)

—

(651)

(8,684) $

3,229

(5,455)

Derivatives designated as
hedging instruments

Derivatives in cash flow
hedging relationships . . .

Interest rate swaps . . . .

Cross-currency swaps. .

Derivatives in net
investment hedging
relationships . . . . . . . . . . .

Cross-currency swaps. .

Currency forward
contracts . . . . . . . . . . . .

Total derivatives
designated as hedging
instruments . . . . . . . . . .

Derivatives not
designated as hedging
instruments

Currency forward
contracts . . . . . . . . . . . .

Currency option
contracts . . . . . . . . . . . .

Total derivatives not
designated as hedging
instruments . . . . . . . . . .

The following table presents the effect of the effective portion of our derivative financial instruments
designated as hedging instruments and their classification within comprehensive income (loss) for the years ended
June 30, 2018, 2017 and 2016:

Derivatives in Hedging Relationships

Amount of Gain (Loss) Recognized in Comprehensive
Income (Loss) on Derivatives

Year Ended June 30,

2018

2017

2016

Derivatives in cash flow hedging relationships. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

8,545

2,287

Cross-currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives in net investment hedging relationships . . . . . . . . . . . . . . . . . . . . . . . .

Cross-currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Currency forward contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,976

(3,584)

(1,476)

(3,490)

(3,721)

(8,362)

6,555

(13,380) $

(1,736)

(769)

2,951

(81)

365

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The following table presents reclassifications out of accumulated other comprehensive loss for the years

ended June 30, 2018, 2017 and 2016:

Details about Accumulated Other
Comprehensive Loss Components

Amount of Net Gain (Loss) Reclassified from
Accumulated Other Comprehensive Income (Loss) into
Income

Affected line item in the
Statement of Operations

Year Ended June 30,

2018

2017

2016

Derivatives in cash flow hedging relationships . . . . . . . .

Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(205) $

(947)

Interest expense, net

Cross-currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total before income tax

Income tax

(1,379)

(1,309)

349

(1,621)

(1,826)

457

(1,171)

(2,118)

Other (expense)
income, net

Income (loss) before
income taxes

531

Income tax expense

Total $

(960) $

(1,369) $

(1,587)

The following table presents the adjustment to fair value recorded within the consolidated statements of

operations for derivative instruments for which we did not elect hedge accounting, as well as the effect of the
ineffective portion and de-designated derivative financial instruments that no longer qualify as hedging instruments
in the period:

Amount of Gain (Loss) Recognized in Net Income (Loss)

Year Ended June 30,

2018

2017

2016

Derivatives not designated as hedging instruments . . . .

Currency contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(2,942) $

663

14,037

Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

255

(2,687) $

273

936

(11)

14,026

Location of Gain (Loss)
Recognized in Income
(Ineffective Portion)

Other (expense)
income, net

5. Accumulated Other Comprehensive Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss

by component, net of tax of $1,371, $(710), and $293 for the years ended June 30, 2018, 2017 and 2016:

Balance as of June 30, 2015 . . . . . . . . . . . . . . . . $

(1,405) $

2,971 $

(3,112) $

(97,363) $

(98,909)

Gains (losses)
on cash flow
hedges (1)

Gains (losses)
on available for
sale securities

Gains (losses)
on pension
benefit
obligation

Translation
adjustments, net
of hedges (2)

Total

Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . . .

Amounts reclassified from accumulated other
comprehensive loss to net income (loss) . . . . .

Net current period other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of June 30, 2016 . . . . . . . . . . . . . . . .

Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . . .

Amounts reclassified from accumulated other
comprehensive loss to net income (loss) . . . . .

Net current period other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of June 30, 2017 . . . . . . . . . . . . . . . .

Amounts reclassified from accumulated other
comprehensive loss to retained earnings . . . . . .

Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other
comprehensive loss to net income (loss) . . . . .

(2,504)

1,587

(917)

(2,322)

517

—

517

3,488

561

—

561

(9,267)

(10,693)

—

1,587

(9,267)

(9,106)

(2,551)

(106,630)

(108,015)

(1,297)

(5,756)

2,194

(4,161)

(9,020)

1,369

2,268

—

3,637

(2,250)

(116)

11,521

(960)

(3,488)

—

2,194

(357)

(4,161)

(5,383)

(110,791)

(113,398)

—

298

—

(116)

32,782

44,362

—

(662)

Net current period other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of June 30, 2018 . . . . . . . . . . . . . . . . $
________________________
(1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging

(78,009) $

8,195 $

32,782

10,561

— $

357

—

43,700

(69,814)

relationships.

(2) As of June 30, 2018, 2017 and 2016, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized

losses of $22,014, $17,048, and $4,965 respectively, net of tax, have been included in accumulated other comprehensive loss.

6. Property, Pyy

lant, and Equipment, Net

Property, plant, and equipment, net consists of the following:

Land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10 years $

3,440 $

2,235

Estimated useful lives

2018

2017

June 30,

Building and building improvements . . . . . . . . . . . . . . . . . . . . . .

Machinery and production equipment . . . . . . . . . . . . . . . . . . . . .

Machinery and production equipment under capital lease. . . . . .

Computer software and equipment . . . . . . . . . . . . . . . . . . . . . . .

Furniture, fixtures and office equipment. . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10 - 30 years

4 - 10 years

3 - 5 years

5 - 7 years

Shorter of lease term or
expected life of the asset

Less accumulated depreciation, inclusive of assets under
capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

310,947

299,760

67,702

166,523

43,010
53,753

11,734

956,869

319,822

274,813

54,673

165,812

41,612
51,582

12,240

922,789

(505,803)

(443,273)

451,066

32,598

479,516

32,431

Property, plant, and equipment, net . . . . . . . . . . . . . . . . . . . . . . .

483,664 $

511,947

Depreciation expense, inclusive of assets under capital leases, totaled $87,956, $87,145, and $76,435 for

the years ended June 30, 2018, 2017 and 2016, respectively.

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7. Business Combinations and Divestitures

Fiscal 2018 divestiture

Divestiture of Albumprinter

On August 31, 2017 we sold our Albumprinter business, including FotoKnudsen AS, for a total of €78,382

($93,071 based on the exchange rate as of the date of sale) in cash, net of transaction costs and cash divested
(after $11,874 in pre-closing dividends). As a result of the sale, we recognized a gain of $47,545, net of transaction
costs, within our consolidated statement of operations for the year ended June 30, 2018. In connection with the
divestiture, we entered into an agreement with Albumprinter under which Albumprinter will continue to fulfill photo
book orders for our Vistaprint business. Additionally, we agreed to provide Albumprinter with certain transitional
support services for a period of up to one year from the date of the sale.

The transaction did not qualify for discontinued operations presentation, and as of June 30, 2017, the

Albumprinter business assets and liabilities were presented as held-for-sale in our consolidated balance sheet.

Fiscal 2017 acquisition

Acquisition of National Pen Co. LLC

On December 30, 2016, we acquired 100% of the equity interests of National Pen Co. LLC, a manufacturer
and marketer of custom writing instruments for small- and medium-sized businesses. At closing, we paid $214,573
in cash, subject to post closing adjustments based on acquired cash, debt and working capital balances. During the
third quarter of fiscal 2017, we finalized and received payment for the post closing adjustment, which reduced the
purchase price by $1,941. The acquisition supports our strategy to build competitively differentiated supply chain
capabilities that we can make available via our mass customization platform, which we bring to market through a
portfolio of focused brands. We expect National Pen will also complement our organic investments in technology
and supply chain capabilities for promotional products, apparel and gift offerings.

The table below details the consideration transferred to acquire National Pen:

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Final post closing adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

214,573

(1,941)

212,632

The excess purchase price over the fair value of National Pen's net assets was recorded as goodwill, which

is primarily attributable to the value of its workforce, its manufacturing and marketing process and know-how, as
well as synergies which include leveraging National Pen's scale-based sourcing channels, integrating into our mass
customization platform, and supporting the development of its e-commerce platform. We attributed $34,520 of
goodwill to the National Pen reportable segment, and allocated $23,200 of goodwill to the Vistaprint segment for
certain synergies that are expected to be realized by the Vistaprint segment as a result of the acquisition. The
amount of goodwill that is deductible for tax purposes is approximately $19,000.

The fair value of the assets acquired and liabilities assumed was:

Amount

Weighted Average
Useful Life in Years

Tangible assets acquired and liabilities assumed (1):

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Identifiable intangible assets:

Developed Technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Customer Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,337

20,921

19,854

11,281

29,472

1,270

(12,590)

(17,805)

(908)

(3,255)

(9,665)

19,000

33,000

56,000

57,720

n/a

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

212,632

(1) National Pen has materially impacted our working capital balances post-acquisition, resulting in increased accounts receivable, inventory,

accounts payable and accrued expenses balances in our consolidated balance sheet.

National Pen Pro Forma Financial Information

National Pen has been included in our consolidated financial statements starting on its acquisition date.

The following unaudited pro forma financial information presents our results as if the National Pen acquisition had
occurred on July 1, 2015. The pro forma financial information for all periods presented adjusts for the effects of
material business combination items, including estimated amortization of acquired intangible assets and transaction
related costs. The unaudited pro forma results are not necessarily indicative of what actually would have occurred
had the acquisition been in effect for the periods presented as the pre-acquisition results include revenue and profit
related to certain operations that are no longer active:

Pro forma revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

2,294,347 $

2,060,426

Pro forma net (loss) income attributable to Cimpress N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(71,084)

41,370

We utilized proceeds from our credit facility in order to finance the acquisition. In connection with the
acquisition, we incurred $2,005 in general and administrative expenses during the year ended June 30, 2017,
primarily related to legal, financial, and other professional services.

Year Ended June 30,

2017

2016

Fiscal 2016 acquisitions

Acquisition of WIRmachenDRUCK GmbH

F
o
r
m
1
0
-
K

On February 1, 2016, we acquired 100% of the outstanding shares of WIRmachenDRUCK GmbH, a web-

to-print business focused primarily on the German market. At closing, we paid €138,383 ($150,128 based on the
exchange rate as of the date of acquisition) in cash and transferred €8,121 ($8,810 based on the exchange rate as
of the date of acquisition) in ordinary shares of Cimpress N.V. We paid €1,850 in cash ($2,082 based on the
exchange rate on the date of payment) during the fourth quarter of fiscal 2016 as a post-closing adjustment based
on WIRmachenDRUCK's net cash and working capital position as of the acquisition date.

In addition, we agreed to a sliding scale earn-out of up to €40,000 ($43,395 based on the exchange rate as
of the date of acquisition) based on the achievement of a cumulative gross profit target for calendar years 2016 and
2017. The maximum earn-out was paid in cash during the third quarter of 2018. Refer to Note 9 for additional
discussion relating to the earn-out arrangement.

The acquisition supports our strategy to invest in and build customer-focused entrepreneurial, mass

customization businesses for the long-term, which we manage in a decentralized and autonomous manner and
complements similar previous investments in Europe. WIRmachenDRUCK brings internet-based capabilities that
aggregate and route large numbers of small orders to a network of specialized production partners. Their
outsourced supply chain model allows them to compete across a vast selection of product types, formats, sizes,
finishing options and delivery choices.

Our consolidated financial statements include WIRmachenDRUCK from February 1, 2016, the date of

acquisition. WIRmachenDRUCK's revenue included in our consolidated revenues for the year ended June 30, 2016
was $72,620. WIRmachenDRUCK's net income included in our consolidated net income attributable to Cimpress
N.V. for the year ended June 30, 2016 was $3,420, inclusive of amortization of identifiable intangible assets but
exclusive of earn-out related compensation expense and corporate level interest expense.

The table below details the consideration transferred to acquire WIRmachenDRUCK:

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

152,100

Cimpress N.V. shares transferred. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fair value of contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,810

1,185

Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

162,095

The excess of the purchase price paid over the fair value of WIRmachenDRUCK's net assets was recorded
as goodwill, which is primarily attributed to expected expansion of the customer base and value of the workforce of
WIRmachenDRUCK. Goodwill is not expected to be deductible for tax purposes, and has been attributed to our
Upload and Print reportable segment. The fair value of the assets acquired and liabilities assumed was:

Amount

Weighted Average
Useful Life in Years

Tangible assets acquired and liabilities assumed

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accounts payable and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Identifiable intangible assets:

Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Print network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Referral network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Developed technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,220

5,231

1,259

(17,566)

(26,863)

24,952

23,867

10,849

8,679

91,515

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

162,095

n/a

Other fiscal 2016 acquisitions

During fiscal 2016, we acquired two businesses that were not material to our results either individually or in

the aggregate. Complementing our Upload and Print segment, we acquired all of the outstanding capital stock of
Tradeprint Distribution Limited (formerly known as Fairprint Distribution Limited) and Litotipografia Alcione S.r.l. on
July 31, 2015 and July 29, 2015, respectively. The aggregate consideration for these two acquisitions was $25,547,
net of cash acquired. The consideration was allocated to the fair value of the assets acquired and liabilities
assumed based on estimated fair values as of the respective acquisition dates. The aggregate allocation to
goodwill, intangible assets, and net tangible assets was $9,571, $14,359 and $1,617, respectively. During the third
quarter of fiscal 2017 we recognized a charge for the full impairment of goodwill and a portion of the intangible
assets related to the Tradeprint reporting unit. Refer to our discussion in Note 8 for additional details of the
impairment loss.

Goodwill is calculated as the excess of the consideration over the fair value of the net assets, including

intangible assets, and is primarily related to expected synergies from the transactions. The goodwill for these two
acquisitions is not deductible for tax purposes, and has been attributed to our Upload and Print reportable segment.
The results of these acquisitions have been included in the consolidated financial statements from the date of
purchase and were not material for the year ended June 30, 2016. We utilized proceeds from our credit facility to
finance our fiscal 2016 acquisitions. In connection with these acquisitions, we incurred transaction costs related to
investment banking, legal, financial, and other professional services of $1,289 during the year ended June 30,
2016. We have not presented pro forma results of the operations of the companies we acquired in fiscal 2016
because the effects of the acquired companies are not material to our consolidated financial statements.

8. Goodwill and Acquired Intangible Assets

Goodwill

follows:

The carrying amount of goodwill by reportable segment as of June 30, 2018 and June 30, 2017 is as

Balance as of June 30, 2016 . . . . . . . . . . . . . . . . . $

121,752

319,373

— $

24,880

466,005

Vistaprint

Upload and
Print

National Pen

All Other
Businesses

Total

Acquisitions (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Impairments (2). . . . . . . . . . . . . . . . . . . . . . . . . . . .

Adjustments (3)(4) . . . . . . . . . . . . . . . . . . . . . . . . .

Effect of currency translation adjustments (5). . . . .

—

23,200

2,255

—

57,720

—

57,720

(6,345)

(23,200)

(13,540)

(13,768)

—

(6,345)

(228)

9,005

F
o
r
m
1
0
-
K

11,351

514,963

(144)

6,024

Balance as of June 30, 2017 . . . . . . . . . . . . . . . . .

147,207

321,805

34,520

11,431

Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Effect of currency translation adjustments (5). . . . .

(58)

(942)

—

6,966

(86)

—

Balance as of June 30, 2018 . . . . . . . . . . . . . . . . . $

146,207

328,771

34,434

11,431

520,843

_________________

(1) Refer to Note 7 forf

additional details related to our acquisitions.

(2) In fiscal 2017 we recorded an impairment charge of $6,345 related to our Tradeprint reporting unit. See below for additional details.

(3) We allocated $23,200 of goodwill to the Vistaprint segment for certain synergies that are expected to be realized by the Vistaprint segment as

a result of the National Pen acquisition. Refer to Note 7 for additional details.

(4) Our Albumprinter business, part of our All Other Businesses reportable segment, was reclassified as held for sale on the consolidated

balance sheet at June 30, 2017. The Albumprinter business was sold during the first quarter of fiscal 2018. Refer to Note 7 for additional
details.

(5) Related to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar.

Impairment Review

Fiscal 2018

For our annual goodwill impairment test as of May 31, 2018, we evaluated each of our ten reporting units

with goodwill individually. We considered the timing of our most recent fair value assessment and associated
headroom, the actual operating results as compared to the cash flow forecasts used in those fair value
assessments, the current long-term forecasts for each reporting unit, and the general market and economic
environment of each reporting unit. After performing this qualitative assessment for seven of our reporting units, we
determined that there was no indication the carrying values of those reporting units exceeded their respective fair
values.

Some of our reporting units are early-stage businesses that are subject to high degrees of risk and their

business models continually evolve as they seek to establish foundations in large markets, resulting in greater
volatility in their actual results and forecasted future results. We have a number of investments that fit this profile
and we expect this type of volatility to prompt a quantitative analysis in our goodwill impairment testing from time to
time. We performed a quantitative analysis for three such reporting units during this testing cycle in order to gain
additional assurance there were no impairments. We estimated the fair value of each reporting unit, using the
income approach, which was determined based on the present value of estimated future cash flows. The cash flow
projections are based on our estimates of revenue growth rates and operating margins, taking into consideration
recent business and market trends. The discount rates used were based on the weighted-average cost of capital
adjusted for the related business-specific risks. For each of these reporting units, we compared the estimated fair
value to the carrying value, and considered the estimated level of headroom. Based on the substantial level of
headroom associated with each of these reporting units, we concluded there was no impairment. As a result of
these qualitative and quantitative tests, there have been no identified impairments for the year ended June 30,
2018.

Fiscal 2017

During the third quarter fiscal 2017, we changed the composition of our Tradeprint reporting unit (a part of

our Upload and Print reportable segment). This change, when combined with an updated profit outlook that was
lower than originally forecasted as of the acquisition date, indicated that it was more likely than not that the fair
value of the reporting unit was below the carrying amount.

As required, prior to performing the quantitative goodwill impairment test, we first evaluated the

recoverability of the Tradeprint long-lived assets as the change in expected long-term cash flows was indicative of a
potential impairment. We performed the recoverability test using undiscounted cash flows for our Tradeprint asset
group and concluded that an impairment of long-lived assets existed. We proceeded to estimate the fair value the
assets, using an income and cost approach based on market participant assumptions and recognized a partial
impairment charge for our acquired intangible assets of $3,211.

Subsequent to performing the long-lived asset impairment test, we performed our goodwill impairment test
which resulted in an additional impairment charge of the total goodwill of the Tradeprint reporting unit of $6,345. In
order to execute the quantitative goodwill impairment test, we compared the fair value of the Tradeprint reporting
unit to its carrying value. We used the income approach, specifically the discounted cash flow method, to derive the
fair value. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit
and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected
this method as being the most meaningful in preparing our goodwill assessment as we believed the income
approach most appropriately measured our income producing assets. We considered using the market approach
but concluded it was not appropriate in valuing this particular reporting unit given the lack of relevant market
comparisons available for application of the market approach. The cash flow projections in the Tradeprint fair value
analysis are based on management's estimates of revenue growth rates and operating margins, taking into
consideration historical results, as well as industry and market conditions. The discount rate is based on a weighted
average cost of capital (“WACC”), which represented the average rate a business must pay its providers of debt and
equity, plus a risk premium. The WACC of 11.5% used to test the Tradeprint goodwill was derived from a group of
comparable companies.

Acquired Intangible Assets

Gross
Carrying
Amount

June 30, 2018

Accumulated
Amortization

Net
Carrying
Amount

June 30, 2017

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Trade name. . . . . . . . . . . . . . . . . . . $

99,102 $

(23,821) $

75,281 $

97,728 $

(14,839) $

Developed technology . . . . . . . . . .

55,460

Customer relationships . . . . . . . . . .

182,545

Customer network and other . . . . .

Print network . . . . . . . . . . . . . . . . . .

16,289

25,716

(39,218)

(70,655)

(8,312)

(6,905)

16,242

111,890

7,977

18,811

55,423

179,715

16,291

25,171

(28,943)

(44,475)

(6,185)

(3,962)

82,889

26,480

135,240

10,106

21,209

Total intangible assets . . . . . . . . . . $

379,112 $

(148,911) $

230,201 $

374,328 $

(98,404) $

275,924

Acquired intangible assets amortization expense for the years ended June 30, 2018, 2017 and 2016 was

$49,881, $46,145 and $40,563. During the year ended June 30, 2018, the increase in acquired intangible asset
amortization is primarily related to our fiscal 2017 acquisition of National Pen. Estimated intangible assets
amortization expense for each of the five succeeding fiscal years is as follows:

2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

2020. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

42,582

37,967

37,859

36,297

28,386

183,091

9. Other Balance Sheet Components

Accrued expenses included the following:

June 30, 2018

June 30, 2017

Compensation costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

57,024 $

Income and indirect taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advertising costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shipping costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sales returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33,557

28,140

8,903

5,241

5,076

4,489

3,802

1,653

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38,776

Total accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

186,661 $

54,487

34,469

26,641

7,472

6,651

4,474

3,786

3,021

5,263

29,303

175,567

F
o
r
m
1
0
-
K

Other current liabilities included the following:

Short-term derivative liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

31,054 $

Current portion of lease financing obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current portion of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contingent earn-out liability (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mandatorily redeemable noncontrolling interest (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,569

10,747

—

601

Total other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

54,971 $

7,243

12,569

11,573

44,049

901

2,100

78,435

June 30, 2018

June 30, 2017

Other liabilities included the following:

June 30, 2018

June 30, 2017

Long-term capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

16,883 $

Long-term derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mandatorily redeemable noncontrolling interest (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
_______________________

10,080

4,366

38,195

69,524 $

28,306

31,936

2,456

31,985

94,683

(1) On January 2, 2018, we paid the WIRmachenDRUCK contingent earn-out liability, refer to the summary below for additional details.
(2) Relates to the mandatorily redeemable noncontrolling interest of Printi LLC. The short-term liability as of June 30, 2017 was redeemed during

the fourth quarter of fiscal 2018. Refer to Note 15 for additional details.

(3) As of June 30, 2018 and 2017, other liabilities includes $15,464 and $8,713, respectively, related to share-based compensation awards

associated with our investment in Printi LLC. Refer to Note 15 for additional details.

Contingent earn-out liability

Under the original terms of the WIRmachenDRUCK earn-out arrangement, a portion of the earn-out

attributed to the minority selling shareholders was included as a component of purchase consideration as of the
acquisition date, with any subsequent changes to fair value recognized within general and administrative expense.
This earn-out was previously calculated on a sliding scale, based on the achievement of cumulative gross profit
against a predetermined target. The liability represented the present value of the agreed payment amount as of the
respective date. We recognized $1,774, $32,550 and $1,961 of expense during the years ended June 30, 2018,
2017 and 2016, respectively, as part of general and administrative expense. We paid the maximum amount on
January 2, 2018. Refer to Note 3 of the consolidated financial statements for additional details of this payment.

10. Debt

June 30, 2018

June 30, 2017

Senior secured credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

432,414 $

600,037

7.0% Senior unsecured notes due 2026 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

400,000

7.0% Senior unsecured notes due 2022 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Debt issuance costs and debt discounts (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total debt outstanding, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: short-term debt (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

7,015

(12,585)

826,844

59,259

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

767,585 $

—

275,000

7,541

(5,922)

876,656

28,926

847,730

_____________________

(1) On June 15, 2018, we completed a debt offering of $400,000 in aggregate principal amount of 7.0% senior notes due 2026. We used a

portion of the net proceeds of this offering to extinguish the $275,000 of senior notes due 2022 and fund the satisfaction of the indenture
governing those notes.

(2) During the year ended June 30, 2018, we capitalized $11,666 in debt issuance costs, which related to the private placement of our 7.0%

senior unsecured notes due 2026, as well as the amendment to our senior secured credit facility. We wrote-off $ff 3,164 of unamortized costs
related to the redemption of our 7.0% Senior unsecured notes due 2022 and amendment to our senior unsecured credit facility. Refer below
for additional details.

(3) Balances as of June 30, 2018 and June 30, 2017 are inclusive of short-term debt issuance costs and debt discounts of $2,012 and $1,693,

respectively.

Our Debt

Our various debt arrangements described below contain customary representations, warranties and events

of default. As of June 30, 2018, we were in compliance with all financial and other covenants related to our debt.

Indenture and Senior Unsecured Notes

On June 15, 2018, we completed a private placement of $400,000 in aggregate principal amount of 7.0%

senior unsecured notes due 2026 (the “2026 Notes”). We issued the 2026 Notes pursuant to a senior notes
indenture dated as of June 15, 2018, among Cimpress N.V., our subsidiary guarantors, and MUFG Union Bank,
N.A., as trustee (the "Indenture"). We used a portion of the net proceeds from the 2026 Notes to redeem all of the
outstanding 7.0% senior unsecured notes due 2022 at a redemption price equal to 105.25% of the principal amount
and all accrued unpaid interest. As a result of the redemption, we incurred a loss on the extinguishment of debt of
namortized debt issuance
$17,359, which included the early redemption premium of $14,438 and the write-off of u
costs of $2,921. The remaining proceeds were used to repay a portion of the indebtedness outstanding under our
revolving credit facility and pay all related fees and expenses.

The 2026 Notes bear interest at a rate of 7.0% per annum and mature on June 15, 2026. Interest on the

Notes is payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2018, to
the holders of record of the 2026 Notes at the close of business on June 1 and December 1, respectively, preceding
such interest payment date.

The 2026 Notes are senior unsecured obligations and rank equally in right of payment to all our existing

and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt.
The Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of
the assets securing such debt. Subject to certain exceptions, each of our existing and future subsidiaries that is a
borrower under or guarantees our senior secured credit facilities will guarantee the 2026 Notes.

The indenture under which the 2026 Notes are issued contains various covenants, including covenants

that, subject to certain exceptions, limit our and our restricted subsidiaries’ ability to incur and/or guarantee
additional debt; pay dividends, repurchase shares or make certain other restricted payments; enter into agreements
limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant
liens on assets; enter into sale and leaseback transactions; merge, consolidate or transfer or dispose of
substantially all of our consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in
transactions with affiliates.

We have the right to redeem, at any time prior to June 15, 2021, some or all of the 2026 Notes at a

redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the
Indenture, plus, in each case, accrued and unpaid interest to, but not including, the redemption date. In addition, we
have the right to redeem, at any time prior to June 15, 2021, up to 40% of the aggregate outstanding principal
amount of the 2026 Notes at a redemption price equal to 107% of the principal amount thereof, plus accrued and
unpaid interest to, but not including, the redemption date, with the net proceeds of certain equity offerings by
Cimpress. At any time on or after June 15, 2021, we may redeem some or all of the Notes at the redemption prices
specified in the Indenture, plus accrued and unpaid interest to, but not including, the redemption date.

Senior Secured Credit Facility

F
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1
0
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K

On June 14, 2018, we entered into an amendment to our senior secured credit facility resulting in an
increase to aggregate loan commitments under the credit agreement to a total of $1,128,172. The amendment also
extended the tenor of our borrowings to a maturity date of June 14, 2023 and changed some additional terms.

As of June 30, 2018, we have a committed credit facility of $1,124,422 as follows:

Revolving loans of $839,422 with a maturity date of June 14, 2023

TT
Term loan of $285,000 amortizing over the loan period, with

a final maturity date of June 14, 2023

•

Under the terms of our credit agreement, borrowings bear interest at a variable rate of interest based on

LIBOR plus 1.375% to 2.0%. Interest rates prior to and after the amendment depend on our leverage ratio, which is
the ratio of our consolidated total indebtedness to our consolidated EBITDA, as defined by the credit agreement. As
of June 30, 2018, the weighted-average interest rate on outstanding borrowings was 3.77%, inclusive of interest
rate swap rates. We are also required to pay a commitment fee on unused balances of 0.225% to 0.35% depending
on our leverage ratio. We have pledged the assets and/or share capital of several of our subsidiaries as collateral
for our outstanding debt as of June 30, 2018.

Our credit agreement contains financial and other covenants, including but not limited to limitations on (1)

our incurrence of additional indebtedness and liens, (2) the consummation of certain fundamental organizational
changes or intercompany activities, for example acquisitions, (3) investments and restricted payments including the
amount of purchases of our ordinary shares or payments of dividends, and (4) the amount of consolidated capital
expenditures that we may make in each of our fiscal years through June 30, 2023. The credit agreement also
contains financial covenants calculated on a trailing twelve month, or TTM, basis that:

•

our consolidated leverage ratio, which is the ratio of our consolidated indebtedness (*) to our TTM
consolidated EBITDA (*), will not exceed 4.75, but may, on no more than three occasions during the term of
the Credit Agreement, be increased to 5.00 for four consecutive quarters for certain permitted acquisitions;

our senior secured leverage ratio, which is the ratio of our consolidated senior secured indebtedness (*) to
our TTM consolidated EBITDA (*), will not exceed 3.25 to 1.00, but may, on no more than three occasions
during the term of the Credit Agreement, be increased to 3.50 for four consecutive quarters for certain
permitted acquisitions.

our interest coverage ratio, which is the ratio of our consolidated EBITDA (*) to our consolidated interest
expense, will be at least 3.00.

(*) The definitions of EBITDA and consolidated indebtedness are maintained in our credit agreement included as an exhibit to
our Form 8-K filed on June 18, 2018.

Other debt

Other debt consists primarily of term loans acquired through our various acquisitions. As of June 30, 2018

and June 30, 2017 we had $7,015 and $7,541, respectively, outstanding for those obligations that are payable
through September 2024.

11. Shareholders’ Equity

Treasury shares

On March 22, 2017, we announced that our Supervisory Board authorized the purchase of up to 6,300,000

of our ordinary shares and during the year ended June 30, 2018, we purchased 452,820 shares under this
authorization for a cost of $40,674. On November 14, 2017, our Supervisory Board authorized the repurchase of up
to 6,300,000 of our ordinary shares, which replaced the previous authorization. During the year ended June 30,
2018, we purchased 442,557 shares under this authorization for a cost of $54,036.

Share-based awards

The 2016 Performance Equity Plan (the "2016 Plan") became effective upon shareholder approval on May

27, 2016 and allows us to grant PSUs, entitling the recipient to receive Cimpress ordinary shares based upon
continued service to Cimpress and the achievement of objective, predetermined appreciation of Cimpress' three-
year moving average share price. We may grant PSUs under the 2016 Plan to our employees, officers, directors
(including members of the Management and Supervisory Boards), consultants, and advisors. Subject to adjustment
in the event of stock splits, stock dividends and other similar events, we may make awards under the 2016 Plan for
up to 8,000,000 of our ordinary shares.

The 2011 Equity Incentive Plan (the “2011 Plan”) became effective upon shareholder approval on June 30,

2011 and allows us to grant share options, share appreciation rights, restricted shares, restricted share units and
other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants and
advisors. Among other terms, the 2011 Plan requires that the exercise price of any share option or share
appreciation right granted under the 2011 Plan be at least 100% of the fair market value of the ordinary shares on
the date of grant; limits the term of any share option or share appreciation right to a maximum period of 10 years;
provides that shares underlying outstanding awards under the Amended and Restated 2005 Equity Incentive Plan
that are canceled, forfeited, expired or otherwise terminated without having been issued in full will become available
for the grant of new awards under the 2011 Plan; and prohibits the repricing of any share options or share
appreciation rights without shareholder approval. In addition, the 2011 Plan provides that the number of ordinary
shares available for issuance under the plan will be reduced by (i) 1.56 ordinary shares for each share subject to a
restricted share or other share-based award with a per share or per unit purchase price lower than 100% of the fair
market value of the ordinary shares on the date of grant and (ii) one ordinary share for each share subject to any
other award under the 2011 Plan.

Our 2005 Non-Employee Directors’ Share Option Plan allows us to grant share options to our non-

employee directors upon initial appointment as a director and annually thereafter in connection with our annual
general meeting of shareholders if they are continuing to serve as a director at such time. We also have two
additional plans with outstanding awards from which we will not grant any additional awards.

An aggregate of 8,771,434 ordinary shares were available for future awards under all of our share-based

award plans as of June 30, 2018. For PSUs under our 2016 Plan, we assumed that we would issue ordinary shares
equal to 250% of the outstanding PSUs, which is the maximum potential share issuance. A combination of new
shares and treasury shares has historically been used in fulfillment of our share based awards.

Share options

We have granted options to purchase ordinary shares at prices that are at least equal to the fair market

value of the shares on the date the option is granted and have a contractual term of approximately eight to ten
years. Options generally vest over 3 years for non-employee supervisory directors and over 4 years for employees.

The fair value of each option award subject only to service period vesting is estimated on the date of grant

using the Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the
requisite service period. Use of a valuation model requires management to make certain assumptions with respect
to inputs. The expected volatility assumption is based upon historical volatility of our share price. The expected term
assumption is based on the contractual and vesting term of the option and historical experience. The risk-free
interest rate is based on the U.S. Treasury yield curve with a maturity equal to the expected life assumed at the
grant date. We value share options with a market condition using a lattice model with compensation expense
recorded on an accelerated basis over the requisite service period.

We did not grant any share options in fiscal 2018 or 2017. Weighted-average values used for option

awards in fiscal 2016 were as follows:

Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected term (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.84%

—%

6.00

47%

Weighted average fair value of options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

38.18

A summary of our share option activity and related information for the year ended June 30, 2018 is as

follows:

Year Ended June 30,

2016

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K

Shares
Pursuant to
Options

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term (years)

Aggregate
Intrinsic
Value

Outstanding at the beginning of the period . . . . . . . . . . . . . . . .

2,138,426 $

46.68

2.6

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(485,323)

Forfeited/expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,795)

Outstanding at the end of the period . . . . . . . . . . . . . . . . . . . . .

1,651,308 $

Exercisable at the end of the period. . . . . . . . . . . . . . . . . . . . . .

1,563,489 $

—

39.63

57.67

48.74

48.64

1.9 $

158,887

1.9 $

150,589

The intrinsic value in the table above represents the total pre-tax amount, net of exercise price, which would

have been received if all option holders exercised in-the-money options on June 30, 2018. The total intrinsic value
of options exercised during the fiscal years ended June 30, 2018, 2017 and 2016 was $46,853, $25,566, and
$5,494, respectively.

Performance share units - 2016 Performance Equity Plan

We began granting PSUs under our 2016 Plan during the first quarter of fiscal 2017. The PSU awards

entitle the recipient to receive Cimpress ordinary shares between 0% and 250% of the number of units, based upon
continued service to Cimpress and the achievement of a compounded annual growth rate target based on
Cimpress' three-year moving average share price that will be assessed annually in years 6 - 10 following the grant
date. The fair value of the PSUs is based on a Monte Carlo simulation, and the resulting expense is recognized on
an accelerated basis over the requisite service period.

During the first quarter of fiscal 2018, we issued supplemental performance share unit awards to certain
members of management. In addition to a service vesting and market condition (based on the three year moving
average of the Cimpress share price) contained in our PSUs, these supplemental awards also contain a multi-year
financial performance condition. The evaluation of achievement of the performance condition is at the discretion of
the Compensation Committee and, therefore, the awards are subject to mark-to-market accounting throughout the
three year performance vesting period. As of June 30, 2018, we concluded that the achievement of the performance
condition is probable.

A summary of our PSU activity and related information for the fiscal year ended June 30, 2018 is as

follows:

Weighted-
Average
Grant Date Fair
Value

Aggregate
Intrinsic
Value

PSUs

Outstanding at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . .

375,038 $

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

361,582

Vested and distributed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(55,857)

123.06

115.02

—

120.04

Outstanding at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

680,763 $

119.04 $

98,683

The weighted average fair value of PSUs granted during the fiscal years ended June 30, 2018 and 2017,

was $115.02 and $123.51, respectively. The total intrinsic value of PSUs outstanding at the fiscal years ended June
30, 2018 and 2017, was $98,683 and $35,452, respectively. As of June 30, 2018, the number of shares subject to
PSUs included in the table above assumes the issuance of one share for each PSU, but based on actual
performance that amount delivered can range from zero shares to a maximum of 1,701,908 shares.

Restricted share units

The fair value of an RSU award is equal to the fair market value of our ordinary shares on the date of grant
and the expense is recognized on a straight-line basis over the requisite service period. RSUs generally vest over 2
years for non-employee directors and over 4 years for employees. For awards with a performance condition, we
recognize compensation cost on an accelerated basis over the requisite service period when achievement of the
performance condition is deemed probable. As of June 30, 2018, we had 156,000 RSUs outstanding that were
subject to various performance conditions. In July 2018, 140,000 of these RSUs were forfeited and the remaining
shares vested during that period.

A summary of our RSU activity and related information for the fiscal year ended June 30, 2018 is as

follows:

Weighted-
Average
Grant Date Fair
Value

Aggregate
Intrinsic
Value

RSUs

Unvested at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

334,370 $

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Vested and distributed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

(98,039)

(26,463)

74.57

—

69.03

78.39

Unvested at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

209,868 $

76.67 $

30,422

The weighted average fair value of RSUs granted during the fiscal years ended June 30, 2017 and 2016

was $97.25 and $75.63, respectively. We did not grant any RSUs during the fiscal year ended June 30, 2018. The
total intrinsic value of RSUs vested during the fiscal years ended June 30, 2018, 2017 and 2016 was $11,581,
$21,130 and $21,810, respectively.

Restricted share awards

As part of our acquisition of Tradeprint during the first quarter of fiscal 2016, we issued 65,050 restricted
ordinary shares. The fair value of the RSAs was determined based on our share price on the date of grant and is
recognized as share-based compensation expense over the applicable service period. These awards generally vest
over a 2 to 4 year period.

A summary of our RSA activity and related information for the fiscal year ended June 30, 2018 is as follows:

Weighted-
Average
Grant Date Fair
Value

Aggregate
Intrinsic
Value

RSAs

Unvested at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,437 $

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Vested and distributed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

(4,146)

—

64.53

—

64.53

—

Unvested at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,291 $

64.53 $

1,202

Share-based compensation

Total share-based compensation costs were $50,466, $48,627 and $23,828 for the years ended June 30,
2018, 2017 and 2016, respectively, and we elected to recognize the impact of forfeitures as they occur. During the
year ended June 30, 2018, we recognized $13,503 of share-based compensation expense related to the
supplemental performance units issued during fiscal 2018.

From time to time we issue awards that are considered liability-based awards as they are settleable in

cash. As of June 30, 2018, we have a liability-based award associated with our Printi LLC investment, accrued as
part of other liabilities in the amount of $15,464. Refer to Note 15 for additional details.

Share-based compensation costs capitalized as part of software and website development costs were

$1,607, $1,546 and $832 for the years ended June 30, 2018, 2017 and 2016, respectively.

As of June 30, 2018, there was $36,213 of total unrecognized compensation cost related to non-vested,

share-based compensation arrangements. This cost is expected to be recognized over a weighted average period
of 1.6 years.

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12. Employees’ Savings Plans

Defined contribution plans

We maintain certain government-mandated and defined contribution plans throughout the world. Our most

significant defined contribution retirement plans are in the U.S. and comply with Section 401(k) of the Internal
Revenue Code. We offer eligible employees in the U.S. the opportunity to participate in one of these plans and
match most employees' eligible contributions at various rates subject to service vesting as specified in each of the
related plan documents.

We expensed $11,723, $11,691 and $9,073 for our government-mandated and defined contribution plans in

the years ended June 30, 2018, 2017 and 2016, respectively.

Defined benefit plan

We currently have a defined benefit plan that covers substantially all of our employees in Switzerland. Our

Swiss plan is a government-mandated retirement fund with benefits generally earned based on years of service and
compensation during active employment; however, the level of benefits varies within the plan. Eligibility is
determined in accordance with local statutory requirements. Under this plan, both we and certain of our employees
with annual earnings in excess of government determined amounts are required to make contributions into a fund
managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to
the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary,
and gender. As of June 30, 2018 and 2017, the plan had an unfunded net pension obligation of approximately
$1,268 and $1,658, respectively, and plan assets which totaled approximately $3,050 and $3,920, respectively. For
the years ended June 30, 2018, 2017 and 2016 we recognized expense totaling $55, $1,191, and $1,820,
respectively, related to our Swiss plan.

13. Income Taxes

The following is a summary of our income (loss) before income taxes by geography:

U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

9,183 $

13,390 $

Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57,183

(92,707)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

66,366 $

(79,317) $

23,057

43,038

66,095

Year Ended June 30,

2018

2017

2016

The components of the provision (benefit) for income taxes are as follows:

Year Ended June 30,

2018

2017

2016

Current:

U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

446 $

(1,144) $

U.S. State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred:

U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

U.S. State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(117)

33,065

33,394

(6,673)

2,306

(9,449)

Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(13,816)

1,344

26,191

26,391

(1,999)

(1,497)

(30,013)

(33,509)

7,915

116

23,164

31,195

(2,353)

(13,171)

(15,511)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

19,578 $

(7,118) $

15,684

The following is a reconciliation of the standard U.S. federal statutory tax rate and our effective tax rate:

U.S. federal statutory income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28.0%

35.0%

Year Ended June 30,

2018

2017

2016

State taxes, net of federal effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax rate differential on non-U.S. earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on sale of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2.4)

(1.3)

—

4.0

Compensation related items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(15.1)

Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Nondeductible acquisition-related payments. . . . . . . . . . . . . . . . . . . . . . . . . .

U.S. tax reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notional interest deduction (Italy) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net tax benefit on intellectual property transfer . . . . . . . . . . . . . . . . . . . . . . . .

Bonus depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax on unremitted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Nondeductible interest expense

Tax credits and incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.7

3.6

10.4

(1.9)

—

(1.9)

0.7

2.9

(4.8)

0.6

(0.1)

(15.5)

(1.6)

0.4

7.4

(21.9)

(18.0)

—

5.0

13.8

0.5

(1.6)

(1.3)

7.1

(0.2)

Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29.5%

9.0%

0.1

(35.7)

16.1

—

(2.2)

26.9

4.0

—

(5.3)

(17.7)

—

4.6

0.2

(4.0)

1.7

23.7%

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For the year ended June 30, 2018, our U.S. federal statutory tax rate was reduced from 35% to 28% as a
result of the passage of U.S. tax reform during our second quarter of fiscal year 2018. Our effective tax rate for the
year was slightly above our U.S. federal statutory tax rate primarily as a result of one-time tax adjustments
described below. Excluding these adjustments, our effective tax rate would have been lower than the U.S. federal
statutory tax rate primarily due to the majority of our pretax income being earned in jurisdictions outside the U.S.
where the applicable tax rates are lower than the U.S. federal statutory tax rate. The jurisdictions that have the most
significant impact to our non-U.S. tax provision include Australia, Canada, France, Germany, Ireland, Italy, the
Netherlands, Spain and Switzerland. The applicable tax rates in these jurisdictions range from 10% - 34%. The total
tax rate benefit from operating in non-U.S. jurisdictions is included in the line “Tax rate differential on non-U.S.
earnings” in the above tax rate reconciliation table.

For the year ended June 30, 2018, our effective tax rate was 29.5% as compared to the prior year effective

tax rate of 9.0%. The increase in our effective tax rate as compared to the prior year is primarily due to a less
favorable geographic mix on increased profits, the unfavorable impact to our deferred tax assets as a result of U.S.
tax reform, and the adoption of ASU 2016-16 that is described further below. If we had not adopted ASU 2016-16 in
fiscal year 2018, tax expense would have been lower by $8,363. In addition, we recognized a reduction to our
deferred tax assets of $4,908 related to expected future changes to our U.S. state apportionment. These impacts
were offset by increased share based compensation tax benefits of $12,802 as compared to $8,003 in fiscal 2017.
Our fiscal year 2017 effective tax rate was lower than fiscal year 2016 due primarily to a consolidated loss and more
favorable geographical mix of earnings in fiscal 2017 as compared to fiscal 2016. In addition, we recorded a larger
goodwill impairment charge in fiscal year 2016 as compared to fiscal year 2017, which is non-deductible for tax
purposes. This was offset by increased nondeductible acquisition-related charges in fiscal year 2017 as compared
to fiscal year 2016.

On December 22, 2017, H.R.1, originally known as the Tax Cuts and Jobs Act, ("The Act"), was signed into

law, resulting in significant changes to U.S. federal tax law for corporations. Among these changes was the
immediate reduction in the federal statutory tax rate from 35% to 21%. The impact of The Act to our fiscal 2018 tax
provision was $5,752 of additional tax expense, primarily due to a one-time reduction to our existing U.S. deferred
tax assets. In addition, we expect some impact on our future taxes as it relates to certain other aspects of The Act,
including limitations on the deductibility of executive share-based compensation awards, U.S. interest expense and
meals and entertainment expenses as well as immediate expensing of certain fixed assets. Due to our current
operating structure, we expect many of the international aspects of The Act will have little to no effect on our tax

balances in the future including, but not limited to, the mandatory one-time deemed repatriation tax on accumulated
non-U.S. earnings ("Transition Tax") and the base-erosion anti-avoidance tax on excessive payments to non-U.S.
related parties ("BEAT").

In response to The Act, the Securities and Exchange Commission issued Staff Aff

ccounting Bulletin 118

("SAB 118"), to address the application of U.S. GAAP in situations where a company does not have the necessary
information available, prepared, or analyzed (including computations) in reasonable detail to complete the
accounting for certain income tax effects of The Act. SAB 118 allows us to record provisional amounts during a
measurement period not to extend beyond one year of the enactment date. Our tax balances have been adjusted
based upon our interpretation of The Act, although the final impact on our tax balances may change due to the
issuance of additional guidance, changes in our interpretation of The Act, changes in assumptions made by
Cimpress, and actions Cimpress may take as a result of The Act. There have been no material changes to our tax
balances as of June 30, 2018 as a result of changes to our interpretation of nor the issuance of new guidance on
The Act. We will continue to review and assess the potential impact of any new information on our financial
statement positions.

In the first quarter of fiscal year 2018, we elected to early adopt ASU 2016-16, "Income Taxes (Topic 740):

Intra-Entity Transfers of Assets Other Than Inventory," which requires the immediate recognition for income tax
consequences of an intra-entity transfer of assets other than inventory when the transfer occurs. Under the prior
accounting rules, any resulting gain or loss and immediate tax impact on an intra-entity transfer is eliminated and
not recognized in the consolidated financial statements. Instead, the tax effects are deferred and recognized over
the economic lives of the transferred assets. The adoption of ASU 2016-16 has a significant impact to our tax
balances, primarily as it relates to transfers of intellectual property from subsidiaries within the Cimpress group to
our subsidiary based in Switzerland. Our subsidiary based in Switzerland is entitled to amortize the fair market
value of the intellectual property received over five years for Swiss tax purposes. Following the adoption of ASU
2016-16, we eliminated $24,573 of tax assets associated with the deferred tax costs of the transferor entities and
recorded $18,710 of deferred tax asset for the unamortized value of intellectual property of our subsidiary in
Switzerland, with a cumulative-effect adjustment to retained earnings of $5,863. The intellectual property
amortization will reduce our deferred tax asset and will no longer impact our effective tax rate in fiscal 2018 and
beyond. The net tax benefit recognized under the prior accounting associated with the amortization of the
intellectual property was $12,926 and $12,764 in fiscal years 2017 and 2016, respectively and is included in the line
"Net tax benefit on intellectual property transfer" in the above tax rate reconciliation table.

In fiscal 2016 we adopted ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718):

Improvement to Employee Share-Based Payment Accounting." This resulted in tax benefits of $12,802, $8,003 and
$3,456 recognized in income tax expense (benefit) in the consolidated statement of operations for the years ended
June 30, 2018, 2017 and 2016, respectively, which previously would have been recognized in additional paid-in
capital in the consolidated balance sheet.

In fiscal 2012, one of our subsidiaries purchased certain intellectual property and intangible assets of Webs,

Inc. We elected to fund the transfer of these assets using an installment obligation payable over a 7.5-year period,
and accordingly we recorded a deferred tax liability for the entire tax liability owed but not yet paid as of the date of
the transaction. Refer to Note 17 for additional information regarding this obligation.

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Significant components of our deferred income tax assets and liabilities consisted of the following at

June 30, 2018 and 2017:

Deferred tax assets:

Year Ended June 30,

2018

2017

Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

94,925 $

85,728

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Credit and other carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Subtotal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,211

6,023

17,194

6,649

7,552

3,206

138,760

(58,716)

80,044

Deferred tax liabilities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(54,102)

IP installment obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax on unremitted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,103)

(4,592)

(1,034)

(2,369)

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(64,200)

Net deferred tax assets (liabilities)

15,844 $

2,331

6,478

20,999

2,688

7,121

3,060

128,405

(56,953)

71,452

(71,477)

(6,460)

(4,374)

—

(1,880)

(84,191)

(12,739)

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some

or all of the deferred tax assets will not be realized. The increase in the valuation allowance from the prior year
relates primarily to losses incurred in certain jurisdictions (mainly Brazil, China, India, and Japan) for which
management has determined, based on current profitability projections, that it is more likely than not that these
losses will not be utilized within the applicable carryforward periods available under local law. In addition, we
recognized a decrease in our valuation allowance related to the utilization of Dutch net operating losses against the
taxable gain from the sale of our Albumprinter business.

We have not recorded a valuation allowance against $44,092 of deferred tax asset associated with current
and prior year tax losses generated in Switzerland. Management believes there is sufficient positive evidence in the
form of historical and future projected profitability to conclude that it is more likely than not that all of the losses in
Switzerland will be utilized against future taxable profits within the available carryforward period. Our assessment is
reliant on the attainment of our future operating profit goals. Failure to achieve these operating profit goals may
change our assessment of this deferred tax asset, and such change would result in an additional valuation
allowance and an increase in income tax expense to be recorded in the period of the change in assessment. We
will continue to review our forecasts and profitability trends on a quarterly basis.

We have recorded a full valuation allowance against $7,552 of deferred tax asset related to an interest rate

derivative instrument for which management has determined, based on current profitability projections, that it is
more likely than not that the deferred tax asset will not be recognized in the foreseeable future. The impact of this
deferred tax asset and associated valuation allowance has been recorded in accumulated other comprehensive
loss on the balance sheet. Additionally, we have recorded a partial valuation allowance of $2,311 against a deferred
tax asset related to U.S. state research and development credits for which management has determined that it is
more likely than not that these credits will not be utilized within the applicable carryforward periods available under
local law.

No valuation allowance has been recorded against the $17,194 deferred tax asset associated with share-

based compensation charges at June 30, 2018. However, in the future, if the underlying awards expire, are

released or are exercised with an intrinsic value less than the fair value of the awards on the date of grant, some or
all of the benefit may not be realizable.

Based on the weight of available evidence at June 30, 2018, management believes that it is more likely

than not that all other net deferred tax assets will be realized in the foreseeable future. We will continue to assess
the realization of the deferred tax assets based on operating results on a quarterly basis.

A reconciliation of the beginning and ending amount of the valuation allowance for the year ended June 30,

2018 is as follows:

Balance at June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Charges to earnings (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Charges to other accounts (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

56,953

3,171

(1,408)

58,716

_________________

(1) Amount is primarily related to U.S. state research and development credits and non-U.S. net operating losses.

(2) Amount is primarily related to unrealized gains on cross-currency swap contracts included in other comprehensive income (loss) and a

decrease in deferred tax assets on non-U.S. net operating losses due to currency exchange rate changes.

The increase in net deferred tax assets during fiscal 2018 is primarily attributable to the adoption of ASU

2016-16 and increased tax losses in Switzerland, offset by the impact of U.S. tax reform.

As of June 30, 2018, we had gross U.S. federal and state net operating losses of approximately $2,348 that

expire on various dates from fiscal 2030 through fiscal 2038. We had gross non-U.S. net operating loss and other
carryforwards of $621,297, a significant amount of which begin to expire in fiscal 2021, with the remaining amounts
expiring on various dates from fiscal 2019 through fiscal 2038 or with unlimited carryforward. In addition, we have
$6,649 of tax credit carryforwards primarily related to U.S. federal and state research and development credits
expiring on various dates beginning in fiscal 2030. The benefits of these carryforwards are dependent upon the
generation of taxable income in the jurisdictions where they arose.

We consider the following factors, among others, in evaluating our plans for indefinite reinvestment of our

subsidiaries’ earnings: (i) the forecasts, budgets and financial requirements of both our parent company and its
subsidiaries, both for the long term and for the short term; and (ii) the tax consequences of any decision to reinvest
earnings of any subsidiary. As of June 30, 2018, no tax provision has been made for $29,406 of undistributed
earnings of certain of our subsidiaries as these earnings are considered indefinitely reinvested. If, in the future, we
decide to repatriate the undistributed earnings from these subsidiaries in the form of dividends or otherwise, we
could be subject to withholding taxes payable in the range of $7,000 to $8,000 at that time. A cumulative deferred
tax liability of $4,592 has been recorded attributable to undistributed earnings that we have deemed are no longer
indefinitely reinvested. The remaining undistributed earnings of our subsidiaries are not deemed to be indefinitely
reinvested and can be repatriated at no tax cost. Accordingly, there has been no provision for income or withholding
taxes on these earnings.

A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows:

Balance June 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

5,710

Additions based on tax positions related to the current tax year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions based on tax positions related to prior tax years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions based on tax positions related to prior tax years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions due to audit settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions due to lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance June 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions based on tax positions related to the current tax year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions based on tax positions related to prior tax years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions based on tax positions related to prior tax years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions due to audit settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions based on tax positions related to the current tax year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions based on tax positions related to prior tax years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions based on tax positions related to prior tax years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions due to audit settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reductions due to lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

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328

132

(363)

(1,129)

(429)

4,249

632

1,580

(30)

(1,048)

5,383

612

(261)

(31)

(1,105)

4,705

For the year ended June 30, 2018, the amount of unrecognized tax benefits (exclusive of interest) that, if

recognized, would impact the effective tax rate is $4,442. We recognize interest and, if applicable, penalties related
to unrecognized tax benefits in income tax expense. The accrued interest and penalties recognized as of June 30,
2018, 2017 and 2016 were $448, $384 and $142, respectively. It is reasonably possible that a further change in
unrecognized tax benefits in the range of $700 to $900 may occur within the next twelve months related to the
settlement of one or more audits or the lapse of applicable statutes of limitations. We believe we have appropriately
provided for all tax uncertainties.

We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in

multiple jurisdictions globally. The years 2015 through 2017 remain open for examination by the United States
Internal Revenue Service (“IRS”) and the years 2012 through 2017 remain open for examination in the various
states and non-US tax jurisdictions in which we file tax returns.

We are currently under income tax audit in certain jurisdictions globally. We believe that our income tax
reserves are adequately maintained taking into consideration both the technical merits of our tax return positions
and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if
audited, is uncertain and therefore there is a possibility that final resolution of these matters could have a material
impact on our results of operations or cash flows.

14. Noncontrolling Interests

In certain of our strategic investments we own a controlling equity stake, but a third party owns a minority

portion of the equity. The balance sheet and operating activity of these entities are included in our consolidated
financial statements and we adjust the net income in our consolidated statement of operations to exclude the
noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to
the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the
proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as
equity.

Redeemable noncontrolling interests

On April 15, 2015, we acquired 70% of the outstanding shares of Exagroup SAS. The remaining 30% is

considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our

control. The Exagroup noncontrolling interest, redeemable at a fixed amount of €39,000, was recorded at its fair
value as of the acquisition date and will be adjusted to its redemption value on a periodic basis, if that amount
exceeds its carrying value. As of June 30, 2018, the redemption value was less than the carrying value, and
therefore no adjustment was required.

On August 23, 2017, we sold approximately 12% of the outstanding shares of our WIRmachenDRUCK

subsidiary for a total of €30,000 ($35,390 based on the exchange rate on the date we received the proceeds). The
minority equity interest is considered a redeemable noncontrolling interest, as it is redeemable for cash based on
future financial results through put and call rights and not solely within our control. The noncontrolling interest was
recorded at its fair value as of the sale date and will be adjusted to its redemption value on a periodic basis, with an
offset to retained earnings, if that amount exceeds its carrying value. If the formulaic redemption value exceeds the
fair value of the noncontrolling interest, then the accretion to redemption value will be offset to the net (income) loss
attributable to noncontrolling interest in our consolidated statement of operations. As of June 30, 2018, the
redemption value was less than the carrying value, and therefore no adjustment was required.

The following table presents the reconciliation of changes in our noncontrolling interests:

Redeemable
noncontrolling interests
$

65,301 $

Noncontrolling interest
351

Balance as of June 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital contribution from noncontrolling interest. . . . . . . . . . . . . . . . . . . . . . . . . .

Accretion to redemption value recognized in net loss attributable to
noncontrolling interest (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net (loss) income attributable to noncontrolling interest. . . . . . . . . . . . . . . . . . . .
Purchase of noncontrolling interests (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sale of noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to noncontrolling interest. . . . . . . . . . . . . . . . . . . . . . . . .

Proceeds from sale of noncontrolling interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,404

372

(864)
(20,299)
—
(502)

45,412

2,983

35,390

2,366

Balance as of June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86,151 $

__________________
(1) Accretion to redemption value recognized in net loss attributable to noncontrolling interest is the result of the redemption amount estimated to
be greater than both the carrying value and fair value of the noncontrolling interest.
(2) During fiscal 2017, we purchased the Pixartprinting and Japanese joint venture noncontrolling interests for $10,947 and $9,352, respectively.

15. Variable Interest Entity ("VIE")

On August 7, 2014, we made a capital investment in Printi LLC, which operates in Brazil. This investment

provided us access to a new market and the opportunity to drive longer-term growth in Brazil and other geographies
as Printi expands internationally in the future. The shareholders of Printi share profits and voting control on a pro-
rata basis. While we do not manage the day-to-day operations of Printi, we do have the unilateral ability to exercise
participating voting rights for specific transactions, and as such no one shareholder is considered to be the primary
beneficiary. Based upon the level of equity investment at risk, Printi is considered a variable interest entity. Due to
certain unilateral participating voting rights for certain transactions and the presence of a de facto agency
relationship, we concluded that we were most exposed to the variability of the economics and therefore considered
the primary beneficiary.

—

4
—
(90)
(52)

213

—

285

During fiscal 2018, we purchased an additional 3.7% economic interest for $1,144, resulting in a 53.69%

equity interest as of June 30, 2018. In addition, we will acquire the remaining equity interest in Printi through a
reciprocal put and call structure, exercisable from March 31, 2021 through a mandatory redemption date of July 31,
2023. As the remaining equity interests are mandatorily redeemable by all parties no later than a specified future
date, the noncontrolling interest is within the scope of ASC 480 - "Distinguishing Liabilities from Equity" and is
required to be presented as a liability on our consolidated balance sheet. As of June 30, 2018 and 2017, we
adjusted the liability to fair value of $4,366 and $3,357, respectively, using an option pricing model. The offsetting
adjustments were recognized within interest expense, net during the year ended June 30, 2018 and additional paid
in capital during the year ended June 30, 2017. During the year ended June 30, 2018, we recognized $2,153 within
interest expense, net. We will continue to adjust the liability to its estimated redemption value each reporting period
and recognize any changes within interest expense, net in our consolidated statement of operations.

F
o
r
m
1
0
-
K

We also have liability-based awards for Printi restricted stock held by Printi employees that are fully vested

and marked to fair value each reporting period until cash settlement. As of June 30, 2018, through the use of an
option pricing model, we estimated the current fair value of the restricted stock to be $15,464 and we have
recognized $6,792, $5,803 and $1,517 in general and administrative expense for the years ended June 30, 2018,
2017 and 2016.

We also have an arrangement to lend two Printi equity holders up to $24,000 that is payable on the date
the put or call option is exercised, which will occur no later than July 31, 2023. As of June 30, 2018, the long-term
loan receivable, including accrued interest, is $22,234 and classified within other assets in our consolidated balance
sheets. We did not have a long-term loan receivable as of June 30, 2017. The loans carry 8.5% annual interest, and
are not contingent upon continued employment. We expect that the loan proceeds will be used to offset our
purchase of the remaining noncontrolling interest in the future.

16. Segment Information

Our operating segments are based upon the manner in which our operations are managed and the

availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief
Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess
performance. As of June 30, 2018, we have numerous operating segments under our management reporting
structure which are reported in the following four reportable segments:

•

Includes the operations of our Vistaprint websites focused on the North America, Europe,

Vistaprint -
Australia and New Zealand markets, and our Webs-branded business, which is managed with the
Vistaprint-branded digital business in the previously listed geographies.

Upload and Print - Includes the results of our druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal,
Tradeprint, and WIRmachenDRUCK businesses.

National Pen - Includes the global operations of our National Pen businesses, which manufacture and
market custom writing instruments and promotional products, apparel and gifts.

All Other Businesses - Includes the operations of our Printi, Vistaprint India, Vistaprint Japan and Corporate
Solutions businesses. Printi is an online print business that operates primarily in the Brazil market, but is
also expanding into the U.S. market. In Japan and India, we primarily operate under close derivatives of the
Vistaprint business model and technology, albeit with decentralized, locally managed cross-functional
operations in each country, and with product, content and service offerings which we tailor to the Japanese
and Indian markets. Our Vistaprint Corporate Solutions business serves medium-sized businesses and
larger corporations, as well as our legacy business with retail partners and franchise businesses, primarily
through the "Vistaprint Corporate" brand. Our All Other Businesses segment also includes Albumprinter
results through the divestiture date of August 31, 2017.

Central and corporate consists primarily of the team of software engineers that is building our mass

customization platform; shared service organizations such as global procurement; technology services such as
hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have
dedicated business-specific team members; and corporate functions including our Supervisory Board, CEO, and
the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial

consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation
costs.

During the first quarter of fiscal 2018, we began presenting inter-segment fulfillment activity as revenue for

the fulfilling business for purposes of measuring and reporting our segment financial performance. Any historical
inter-segment fulfillment transactions were previously recognized as cost relief for the fulfilling business unit in our
presentation to the CODM. We now recognize these transactions as inter-segment revenue for presentation to the
CODM; for example, a third-party customer order received by our Corporate Solutions business that is fulfilled at
one of our Vistaprint production facilities is recognized as inter-segment revenue for our Vistaprint business based
on pricing and terms agreed upon between segment management. Inter-segment revenues are recognized only for
transactions between our reportable segments and do not include any transactions between businesses within a
reportable segment, which are eliminated within each reportable segment. Intercompany revenues are eliminated in
our consolidated results.

As part of these changes, we also recast historical segment results to ensure the consistent application of

our current inter-segment revenue presentation. For the years ended June 30, 2017 and 2016, we increased
revenue for our Vistaprint business by $5,690 and $3,589, respectively, with a corresponding increase to inter-
segment eliminations. We also recast historical segment profitability for the allocation of certain IT costs, which
previously burdened our Vistaprint business, but have now been allocated to each of our businesses. For the year
ended June 30, 2017, the cost allocation change resulted in an increase to Vistaprint segment profit of $2,494, with
a corresponding decrease to segment profit for Upload and Print of $644, and All Other Businesses of $560, and an
increase to our Central and corporate cost center of $1,290. For the year ended June 30, 2016, the cost allocation
change increased Vistaprint segment profit by $1,919, decreased Upload and Print segment profit by $436, and
decreased All Other Businesses segment profit by $402. The Central and corporate cost center absorbed an
additional $1,080 of costs for the year ended June 30, 2016 as a result of the cost allocation change.

For awards granted under our 2016 Performance Equity Plan, the PSU expense value is based on a Monte
Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in
measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses.
Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated
expense profile of the awards is recognized within Central and corporate costs.

Segment profit (loss) is the primary profitability metric by which our CODM measures segment financial

performance and allocates resources. Certain items are excluded from segment profit (loss), such as acquisition-
related amortization and depreciation, expense recognized for contingent earn-out related charges, including the
changes in fair value of contingent consideration and compensation expense related to cash-based earn-out
mechanisms dependent upon continued employment, share-based compensation related to investment
consideration, certain impairment expense, and restructuring charges. A portion of the interest expense associated
with our Waltham lease is included as expense in segment profit (loss) and allocated based on headcount to the
appropriate business or corporate and global function. The interest expense represents a portion of the cash rent
payment and is considered an operating expense for purposes of measuring our segment performance. We do not
allocate non-operating income to our segment results.

Our All Other Businesses reportable segment includes our Printi, Vistaprint India, Vistaprint Japan and

Vistaprint Corporate Solutions businesses that have operating losses as they are in the early stage of investment
relative to the scale of the underlying businesses, which may limit its comparability to other segments regarding
profit (loss).

Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do

not present asset information by segment. We do present other segment information to the CODM, which includes
purchases of property, plant and equipment and capitalization of software and website development costs, and
therefore include that information in the tables below.

Revenue by segment is based on the business-specific websites or sales channel through which the

customer’s order was transacted. The following tables set forth revenue, segment profit (loss), total income from
operations and total income before income taxes.

100

Year Ended June 30,

2018

2017

2016

Revenue:

Vistaprint (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,462,686 $ 1,310,975 $ 1,220,751

Upload and Print (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

National Pen (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

All Other Businesses (4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

730,010

333,266

87,583

588,613

112,712

128,795

432,638

—

138,244

Total segment revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,613,545

2,141,095

1,791,633

Inter-segment eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(21,004)

(5,690)

(3,589)

F
o
r
m
1
0
-
K

Total consolidated revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,592,541 $ 2,135,405 $ 1,788,044

_____________________

(1) Vistaprint segment revenues include inter-segment revenue of $10,542, $5,690 and $3,589 for the years ended June 30, 2018, 2017 and

2016.

(2) Upload and Print segment revenues include inter-segment revenue of $1,521 for the year ended June 30, 2018. No inter-segment revenue

was recognized in the prior comparable periods.

(3) National Pen segment revenues include inter-segment revenue of $2,956 for the year ended June 30, 2018. No inter-segment revenue was

recognized in the prior comparable periods.

(4) All Other Businesses segment revenues include inter-segment revenue of $5,985 for the year ended June 30, 2018. No inter-segment

revenue was recognized in the prior comparable periods.

Year Ended June 30,

2018

2017

2016

Segment profit (loss):

Vistaprint. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

241,479 $

167,687 $

214,947

Upload and Print. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

National Pen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

79,310

22,165

All Other Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(34,620)

Total segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

308,334

63,189

(2,225)

(31,307)

197,344

Central and corporate costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(131,400)

(118,093)

Acquisition-related amortization and depreciation . . . . . . . . . . . . . . . . . . . . .

(50,149)

Earn-out related charges (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share-based compensation related to investment consideration. . . . . . . . . .

Certain impairments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,391)

(6,792)

—

(46,402)

(40,384)

(9,638)

(9,556)

Restructuring-related charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(15,236)

(26,700)

Interest expense for Waltham, MA lease . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on the purchase or sale of subsidiaries (3) . . . . . . . . . . . . . . . . . . . . . .

7,489

47,945

Total income (loss) from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .

157,800

Other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Loss on early extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(21,032)

(53,043)

(17,359)

7,727

—

(45,702)

10,362

(43,977)

—

58,207

—

(9,328)

263,826

(97,672)

(40,834)

(6,378)

(4,835)

(41,820)

(381)

6,287

—

78,193

26,098

(38,196)

—

Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

66,366 $

(79,317) $

66,095

___________________

(1) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-
out mechanisms dependent upon continued employment.
(2) Includes the impact for certain impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles -
Goodwill and Other" or ASC 360 - "Property, Plant, and Equipment."
(3) Includes the impact of the gain on the sale of Albumprinter, as well as a bargain purchase gain as defined by ASC 805-30 - "Goodwill or Gain
from Bargain Purchase" for an acquisition in which the identifiable assets acquired and liabilities assumed are greater than the consideration
transferred, that was recognized in general and administrative expense in our consolidated statement of operations during the year ended June
30, 2018.

101

Year Ended June 30,

2018

2017

2016

Depreciation and amortization:

Vistaprint. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

65,311 $

63,923 $

Upload and Print. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

National Pen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

All Other Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Central and corporate costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

59,599

21,546

9,609

12,940

56,073

10,269

15,074

13,061

40,686

47,696

—

18,111

25,425

Total depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

169,005 $

158,400 $

131,918

Year Ended June 30,

2018

2017

2016

Purchases of property, plant and equipment:

Vistaprint. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

35,265 $

38,434 $

Upload and Print. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,212

National Pen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

All Other Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Central and corporate costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,565

1,680

1,208

14,875

3,714

12,735

4,399

Total purchases of property, plant and equipment. . . . . . . . . . . . . . . . . . $

60,930 $

74,157 $

32,028

15,652

—

19,160

13,595

80,435

Year Ended June 30,

2018

2017

2016

Capitalization of software and website development costs:

Vistaprint. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

24,794 $

23,624 $

11,390

Upload and Print. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

National Pen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

All Other Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Central and corporate costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,010

1,482

2,336

8,225

4,173

—

1,568

7,942

3,000

—

2,032

9,902

Total capitalization of software and website development costs . . . . . . . $

40,847

37,307 $

26,324

Enterprise Wide Disclosures:

The following tables set forth revenues by geographic area and groups of similar products and services:

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,078,544 $

901,061 $

781,335

Germany (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

340,881

Other (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,173,116

256,069

978,275

125,356

881,353

Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,592,541 $ 2,135,405 $ 1,788,044

Year Ended June 30,

2018

2017

2016

Year Ended June 30,

2018

2017

2016

Physical printed products and other (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,537,201 $ 2,076,564 $ 1,724,676

Digital products/services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

55,340

58,841

63,368

Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,592,541 $ 2,135,405 $ 1,788,044

__________________

(1) Our revenues within the German market exceeded 10% of our total consolidated revenue. Therefore we have presented Germany as a

significant geographic area.

(2) Our other revenue includes the Netherlands, our country of domicile.

(3) Other revenue includes miscellaneous items which account for less than 1% of revenue.

102

The following tables set forth long-lived assets by geographic area:

June 30, 2018

June 30, 2017

Long-lived assets (1):

Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

109,556 $

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Jamaica . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

81,334

52,523

45,709

42,514

22,418

21,720

20,131

19,117

67,842

F
o
r
m
1
0
-
K

83,223

85,926

49,017

64,034

44,423

22,961

21,492

22,794

20,686

64,377

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

482,864 $

478,933

___________________

(1) Excludes goodwill of $520,843 and $514,963, intangible assets, net of $230,201 and $275,924, the Waltham lease asset of $111,926 and

$116,045, and deferred tax assets of $67,087 and $48,004 as of June 30, 2018 and June 30, 2017, respectively.

17. Commitments and Contingencies

Lease Commitments

We have commitments under operating leases for our facilities that expire on various dates through 2026,

including the Waltham lease arrangement discussed in Note 2. Total lease expense, net of sublease income, for the
years ended June 30, 2018, 2017 and 2016 was $14,231, $13,959 and $12,943, respectively.

We lease certain machinery and plant equipment, as well as buildings, under both capital and operating

lease agreements that expire at various dates through 2027. The aggregate carrying value of the leased buildings
and equipment under capital leases included in property, plant and equipment, net in our consolidated balance
sheet at June 30, 2018, is $31,032, net of accumulated depreciation of $36,670; the present value of lease
installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at
June 30, 2018 amounts to $27,630.

Operating lease
obligations

Build-to-suit lease
obligation (1)

Capital lease obligation

Total lease obligations

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . $

22,623 $

12,569 $

10,850 $

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . .

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . .

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . .

2023 . . . . . . . . . . . . . . . . . . . . . . . . . . .

Thereafter . . . . . . . . . . . . . . . . . . . . . .

18,562

13,143

8,282

6,526

7,702

12,569

10,788

35,616

7,527

4,037

1,869

1,026

2,287

46,042

38,658

29,749

22,720

18,340

45,605

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $

76,838 $

96,680 $

27,596 $

201,114

__________
(1) Minimum payments relate to our Waltham lease obligation, refer to Note 2 for additional details.

Purchase Obligations

At June 30, 2018, we had unrecorded commitments under contract of $57,291 including commitments for

third-party web services of $21,000. In addition, we had purchase commitments for production and computer
equipment purchases of approximately $8,231, inventory and third-party fulfillment purchase commitments of
$8,361, commitments for advertising campaigns of $2,153, professional and consulting fees of $3,559, and other
unrecorded purchase commitments of $13,987.

103

Debt

The required principal payments due during the next five fiscal years and thereafter under our outstanding

long-term debt obligations at June 30, 2018 are as follows:

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

61,225

31,405

38,713

45,902

261,775

400,409

839,429

On June 14, 2018, we executed an amendment to our senior secured credit facility, and we expanded the

total capacity to $1,128,172, which included $839,422 of revolving loans and $288,750 of term loans. The
amendment also extended the maturity date of the senior secured credit facility to June 14, 2023. Refer to Note 10
for additional details related to the amendment.

Other Obligations

We have an outstanding installment obligation of $2,103 related to the fiscal 2012 intra-entity transfer of the
intellectual property of our subsidiary Webs, Inc., which results in tax being paid over a 7.5 year term and has been
classified as a deferred tax liability in our consolidated balance sheet as of June 30, 2018. In addition, we have
deferred payments related to our other acquisitions of $3,457 in aggregate.

Legal Proceedings

We are not currently party to any material legal proceedings. Although we cannot predict with certainty the
results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any
of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or
financial position. In all cases, at each reporting period, we evaluate whether or not a potential loss amount or a
potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that
addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are
incurred.

18. Restructuring Charges

Restructuring costs include one-time employee termination benefits, acceleration of share-based
compensation, and other related costs including third-party professional and outplacement services. The
restructuring charges included in our consolidated statement of operations for the years ended June 30, 2018, 2017
and 2016 were $15,236, $26,700 and $381, respectively.

During the year ended June 30, 2018, we recognized restructuring charges of $15,236, which included

$12,112 related to our Vistaprint reorganization for reductions in headcount and other operating costs. These
changes simplified operations and more closely aligned functions to increase the speed of execution. We also
recognized $2,249 of restructuring charges within the central and corporate group, as well as $819 of expense for
an initiative within our All Other Businesses reportable segment. During the year ended June 30, 2018, we
recognized changes in estimates of $56 from our January 2017 restructuring initiative. We do not expect any
material charges to be incurred in future periods related to each of these initiatives.

During the year ended June 30, 2017, the Supervisory Board of Cimpress N.V. approved a plan to

restructure the company and implement organizational changes that decentralized the company’s operations in
order to improve accountability for customer satisfaction and capital returns, simplify decision-making, and improve
the speed of execution. This restructuring event resulted in additional costs, within our corporate and global
functions cost center of $25,584 for the year ended June 30, 2017. In addition, for the year ended June 30, 2017
we recognized $1,116 of restructuring costs within our National Pen business related to a separate initiative. These
restructuring initiatives were completed during fiscal 2017.

104

The following table summarizes the restructuring activity during the years ended June 30, 2018 and 2017:

Severance and
Related Benefits

Other Restructuring
Costs

Total

Accrued restructuring liability as of June 30, 2016 . . . . . . . . . . . . . . . $

— $

Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-cash charges (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued restructuring liability as of June 30, 2017 (1). . . . . . . . . . . . .

Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-cash charges (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24,020

(13,161)

(6,257)

4,602

15,236

(17,136)

(1,317)

2,680

(1,861)

(611)

208

—

(206)

—

Accrued restructuring liability as of June 30, 2018 . . . . . . . . . . . . . . . $

1,385 $

2 $

—

26,700

(15,022)

(6,868)

4,810

15,236

(17,342)

(1,317)

1,387

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___________________
(1) Non-cash charges include acceleration of share-based compensation expenses.

19. Quarterly Financial Data (unaudited)

Year Ended June 30, 2018

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

563,284 $

762,054 $

636,069 $

Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

283,755

Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) attributable to Cimpress N.V. . . . . . . . . .

23,406

23,363

360,285

30,623

29,935

319,209

(1,602)

(2,265)

631,134

316,550

(5,639)

(7,300)

Net income (loss) per share attributable to Cimpress N.V.:

Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.75

0.72

0.96

0.93

(0.07) $

(0.24)

Year Ended June 30, 2017

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

443,713 $

576,851 $

550,585 $

Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) attributable to Cimpress N.V. . . . . . . . . .

213,050

(30,030)

(29,103)

276,366

35,022

35,028

268,482

(42,678)

(42,934)

564,256

279,077

(34,513)

(34,702)

Net income (loss) per share attributable to Cimpress N.V.:

Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(0.92) $

1.12 $

1.07

(1.38) $

(1.11)

Basic and diluted net income (loss) per share attributable to Cimpress N.V. are computed independently for

each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not
equal annual basic and diluted net income per share.

20. Subsequent Events

On July 2, 2018, we invested $29,000 in exchange for approximately 74% in VIDA Group Co., a rapidly
growing startup that brings manufacturing access and an e-commerce marketplace to artists, thereby enabling
artists to convert ideas into beautiful, original products for customers, ranging from custom fashion, jewelry and
accessories to home accent pieces.

Item 9.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure

None.

105

Item 9A.

Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated

the effectiveness of our disclosure controls and procedures as of June 30, 2018. The term “disclosure controls and
procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the
Exchange Act, means controls and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the company’s management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30,
2018, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls
and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2018 that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial

reporting for the company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f)
promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s chief
executive officer and chief financial officer and effected by the company’s supervisory board, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

•

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30,
2018. In making this assessment, our management used the criteria set forth in the Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our assessment, management concluded that, as of June 30, 2018, our internal control over financial
reporting is effective based on criteria in Internal Control - Integrated Framework (2013) issued by the COSO.
PricewaterhouseCoopers LLP, oP ur independent registered public accounting firm, has audited the effectiveness of
our internal control over financial reporting as of June 30, 2018, as stated in their report included on pages 53 - 54.

106

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Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to the information in the sections

captioned “Information about our Supervisory Board members and Executive Officers,” “Corporate Governance”
and “Section 16(a) Beneficial Ownership Reporting Compliance” contained in our definitive proxy statement for our
2018 Annual General Meeting of Shareholders, which we refer to as our 2018 Proxy Statement.

We have adopted a written code of business conduct and ethics that applies to all of our employees,
including our principal executive officer and principal financial and accounting officer, and is available on our
website at www.cimpress.com. We did not waive any provisions of this code during the fiscal year ended June 30,
2018. If we amend, or grant a waiver under, our code of business conduct and ethics that applies to our principal
executive, financial or accounting officers, or persons performing similar functions, we will post information about
such amendment or waiver on our website at www.cimpress.com.

Item 11.

Executive Compensation

The information required by this item is incorporated by reference to the information contained in the

sections of our 2018 Proxy Statement captioned “Compensation Discussion and Analysis," "Summary
Compensation Tables", “Compensation of Supervisory Board Members” and “Compensation Committee Interlocks
and Insider Participation.”

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

The information required by this item is incorporated by reference to the information contained in the

sections of our 2018 Proxy Statement captioned “Security Ownership of Certain Beneficial Owners and
Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the information contained in the

sections of our 2018 Proxy Statement captioned “Certain Relationships and Related Transactions” and “Corporate
Governance.”

Item 14.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the information contained in the

section of our 2018 Proxy Statement captioned “Independent Registered Public Accounting Firm Fees and Other
Matters.”

107

Item 15.

Exhibits and Financial Statement Schedules

(a) Consolidated Financial Statements.

PART IV

For a list of the consolidated financial information included herein, see Index to the Consolidated Financial

Statements on page 52 of this Report.

(b) Exhibits.

Exhibit

No.

3.1

4.1

10.1*

10.2*

10.3*

10.4*

10.5*

10.6*

10.7*

10.8*

10.9*

10.10*

10.11*

10.12*

10.13*

10.14*

10.15*

10.16*

10.17*

10.18*

10.19*

Articles of Association of Cimpress N.V., as amended

Description

Senior Notes Indenture (including form of Notes), dated as of June 15, 2018, between Cimpress N.V., certain
subsidiaries of Cimpress N.V. as guarantors thereto, and MUFG Union Bank, N.A., as trustee,
is incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 18, 2018
2005 Non-Employee Directors’ Share Option Plan, as amended, is incorporated by reference to our Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2010
Form of Nonqualified Share Option Agreement under our 2005 Non-Employee Directors’ Share Option Plan is
incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009

Amended and Restated 2005 Equity Incentive Plan, as amended, is incorporated by reference to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2010
Form of Nonqualified Share Option Agreement under our Amended and Restated 2005 Equity Incentive Plan is
incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009
2011 Equity Incentive Plan is incorporated by reference to Appendix A to our Definitive Proxy Statement on
Schedule 14A dated and filed with the SEC on June 8, 2011
Form of Nonqualified Share Option Agreement under our 2011 Equity Incentive Plan is incorporated by reference to
our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011
Form of Restricted Share Unit Agreement for employees and executives under our 2011 Equity Incentive Plan is
incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011

2016 Performance Equity Plan, as amended, is incorporated by reference to our Current Report on Form 8-K filed
with the SEC on November 16, 2016
Form of Performance Share Unit Agreement for employees and executives under our 2016 Performance Equity
Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2016
Form of Performance Share Unit Agreement for our Chief Executive Officer under our 2016 Performance Equity
Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2016
Form of Performance Share Unit Agreement for Supervisory Board members under our 2016 Performance Equity
Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 2016
Form of Supplemental Performance Share Unit Agreement for employees and executives under our 2016
Performance Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2017
2015 Inducement Share Plan is incorporated by reference to our Annual Report on Form 10-K for the fiscal year
ended June 30, 2015
Form of Restricted Share Award Agreement under 2015 Inducement Share Plan is incorporated by reference to our
Annual Report on Form 10-K for the fiscal year ended June 30, 2015
Form of Indemnification Agreement between Cimpress N.V. and each of our executive officers and members of our
Supervisory Board and Management Board is incorporated by reference to our Current Report on Form 8-K filed with
the SEC on August 31, 2009
Amended and Restated Executive Retention Agreement between Cimpress N.V. and Robert Keane dated as of
October 23, 2009 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2009
Form of Amended and Restated Executive Retention Agreement between Cimpress N.V. and Katryn Blake is
incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009
(Fil N 000 51539)
Form of Executive Retention Agreement between Cimpress N.V. and each of Donald LeBlanc and Sean Quinn is
incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016

Employment Agreement between Cimpress USA Incorporated and Robert Keane effective September 1, 2009 is
incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010

108

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10.20*

10.21*

10.22*

10.23*

10.24*

10.25*

10.26*

10.27*

10.28*

Amendment No. 1 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated
June 14, 2010 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30,
2010
Amendment No. 2 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated
September 28, 2011 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2011
Amendment No. 3 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated July 25,
2012 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2012
Amendment No. 4 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated
September 1, 2013 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2013
Amendment No. 5 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated
September 30, 2014 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2014
Amendment No. 6 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated
September 30, 2015 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 2015
Amendment No. 7 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated August
23, 2016 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2016
Amendment No. 8 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated
September 30, 2017 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2017
Amendment No. 9 to Employment Agreement between Cimpress USA Incorporated and Robert Keane dated July 31,
2018

10.29* Memorandum clarifying relative precedence of agreements between Cimpress N.V. and Robert Keane dated May 6,

2010 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2010

10.30*

10.31*

10.32*

10.33*

10.34*

10.35*

10.36*

10.37*

10.38

10.39

10.40

Agreement Limiting PSU Awards dated May 13, 2016 between Cimpress N.V. and Robert Keane is incorporated by
reference to our Current Report on Form 8-K filed with the SEC on May 17, 2016
Employment Agreement between Cimpress N.V. and Cornelis David Arends dated November 1, 2015 is incorporated
by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016

Amendment to Employment Agreement between Cimpress N.V. and Cornelis David Arends dated December 18,
2017 is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 20, 2017

Long Term International Assignment Agreement between Cimpress N.V. and Cornelis David Arends dated December
9, 2015 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2016
Amendment to Long Term Assignment Agreement between Cimpress N.V. and Cornelis David Arends dated
December 18, 2017 is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December
20, 2017
Form of Invention and Non-Disclosure Agreement between Cimpress and each of Robert Keane, Katryn Blake,
Donald LeBlanc, and Sean Quinn is incorporated by reference to our Registration Statement on Form S-1, as
amended
Form of Non-Competition and Non-Solicitation Agreement between Cimpress and each of Robert Keane, Katryn
Blake, Donald LeBlanc, and Sean Quinn is incorporated by reference to our Registration Statement on Form S-1, as
amended
Summary of Compensatory Arrangements with Members of the Supervisory Board is incorporated by reference to
our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016
Call Option Agreement between Cimpress N.V. and Stichting Continuïteit Cimpress (formerly Stichting Continuïteit
Vistaprint) dated November 16, 2009 is incorporated by reference to our Current Report on Form 8-K filed with the
SEC on November 19, 2009
Amendment and Restatement Agreement dated as of July 13, 2017 among Cimpress N.V., Vistaprint Limited,
Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”); the
lenders named therein as lenders; and JPMorgan Chase Bank N.A., as administrative agent for the lenders (the
“Administrative Agent”), which amends and restates the senior Credit Agreement dated as of October 21, 2011, as
amended and restated as of February 8, 2013, among the Borrowers, the lenders named therein, and the
Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14,
2017
Amendment No. 1, dated as of June 14, 2018, among Cimpress N.V., Vistaprint Limited, Cimpress Schweiz GmbH,
Vistaprint B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”); the lenders named therein as
lenders; and JPMorgan Chase Bank N.A., as administrative agent for the lenders (the “Administrative Agent”), to the
senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, and as
further amended and restated as of July 13, 2017, among the Borrowers, the lenders named therein, and the
Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 18,
2018

109

10.41

10.42

21.1
23.1
31.1

31.2

32.1

101

Second Amended and Restated Guaranty dated as of July 13, 2017 between Cimpress' subsidiary guarantors
named therein as guarantors (the "Subsidiary Guarantors") and the Administrative Agent, which amends and restates
the Amended and Restated Guaranty dated as of February 8, 2013 between the Subsidiary Guarantors and the
Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14,
2017
Amended and Restated Pledge and Security Agreement dated as of July 13, 2017 between Cimpress USA
Incorporated, Vistaprint Limited, Cimpress Schweiz GmbH, and Vistaprint B.V., as Borrowers, and Cimpress USA
Manufacturing Incorporated, National Pen Co. LLC, National Pen Tennessee LLC, NP Corporate Services LLC,
Pixartprinting USA Incorporated, Vistaprint Corporate Solutions Incorporated, and Webs, Inc., as Subsidiary
Guarantors, on one hand, and the Administrative Agent, on the other hand, which amends and restates the Pledge
and Security Agreement dated as of February 8, 2013, between such Borrowers and Subsidiary Guarantors and the
Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14,
2017
Subsidiaries of Cimpress N.V.
Consent of PricewaterhouseCoopers LLP, IP ndependent Registered Public Accounting Firm
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief
Executive Officer
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief
Financial Officer
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, by Chief Executive Officer and Chief Financial Officer
The following materials from this Annual Report on Form 10-K, formatted in Extensible Business Reporting Language
(XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii)
Condensed Statements of Shareholder's Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v)
Notes to Condensed Consolidated Financial Statements.

__________________

Management contract or compensatory plan or arrangement

All schedules have been omitted because the information required to be set forth therein is not applicable

or is shown in the accompanying consolidated financial statements or notes thereto.

110

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

August 10, 2018

Cimpress N.V.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ Robert S. Keane

Robert S. Keane

Founder & Chief Executive Officer

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1
0
-
K

Signature

/s/ Robert S. Keane

Robert S. Keane

/s/ Sean E. Quinn

Sean E. Quinn

/s/ Paolo De Cesare

Paolo De Cesare

/s/ Sophie A. Gasperment

Sophie A. Gasperment

/s/ John J. Gavin Jr.

John J. Gavin Jr.

/s/ Richard T. Riley

Richard T. Riley

/s/ Nadia Shouraboura

Nadia Shouraboura

/s/ Zachary Sternberg

Zachary Sternberg

/s/ Mark T. Thomas
Mark T. Thomas

/s/ Scott Vassalluzzo
Scott Vassalluzzo

Title

Date

Founder & Chief Executive Officer

August 10, 2018

(Principal executive officer)

Chief Financial Officer

August 10, 2018

(Principal financial and accounting officer)

Member, Supervisory Board

August 10, 2018

Member, Supervisory Board

August 10, 2018

Member, Supervisory Board

August 10, 2018

Chairman, Supervisory Board

August 10, 2018

Member, Supervisory Board

August 10, 2018

Member, Supervisory Board

August 10, 2018

Member, Supervisory Board

August 10, 2018

Member, Supervisory Board

August 10, 2018

111

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Cimpress
NOTICE AND PROXY STATEMENT
2018

CIMPRESS N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Cimpress N.V. will hold its 2018 Annual General Meeting of Shareholders:

on Tuesday, November 13, 2018
at 6:45 p.m. Central European Time
at the offices of Stibbe N.V.
Beethovenplein 10
1077 WM Amsterdam
The Netherlands

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MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING:

(1) Approve the amendment and restatement of our articles of association to replace our current two-tier board

structure (consisting of a Supervisory Board and a separate Management Board) with a single-tier Board of
Directors

(2) Appoint Robert S. Keane as an executive director to our Board of Directors to serve for a term of one year

ending on the date of our annual general meeting of shareholders in 2019

(3) Appoint Scott Vassalluzzo as a non-executive director to our Board of Directors to serve for a term of one year

ending on the date of our annual general meeting of shareholders in 2019

(4) Appoint Sophie A. Gasperment as a non-executive director to our Board of Directors to serve for a term of two

years ending on the date of our annual general meeting of shareholders in 2020

(5) Appoint John J. Gavin, Jr. as a non-executive director to our Board of Directors to serve for a term of three

years ending on the date of our annual general meeting of shareholders in 2021

(6) Appoint Zachary S. Sternberg as a non-executive director to our Board of Directors to serve for a term of

three years ending on the date of our annual general meeting of shareholders in 2021

(7) Following a discussion on the application of the remuneration policy over the fiscal year ended June 30, 2018,

hold a non-binding, advisory “say on pay” vote regarding the compensation of our named executive officers, as
described in the Compensation Discussion and Analysis, executive compensation tables, and accompanying
narrative disclosures in this proxy statement

(8) Adopt our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended

June 30, 2018

(9) Discharge the members of our Management Board from liability with respect to the exercise of their duties

during the fiscal year ended June 30, 2018

(10) Discharge the members of our Supervisory Board from liability with respect to the exercise of their duties

during the fiscal year ended June 30, 2018

(11) Authorize our Board of Directors until May 13, 2020 to repurchase up to 6,200,000 of our issued and
outstanding ordinary shares (which represents approximately 20% of our 30.9 million shares outstanding as of
June 30, 2018) on the open market (including block trades that satisfy the safe harbor provisions of Rule 10b-18
pursuant to the United States Securities Exchange Act of 1934, or the Exchange Act), through privately negotiated
transactions, or in one or more self-tender offers at prices per share between €0.01 and an amount equal to 120%
of the market price of our ordinary shares on the Nasdaq Global Select Market, or Nasdaq, or any other securities
exchange where our shares are then traded (the market price being deemed to be the average of the closing price

on each of the consecutive days of trading during a period no shorter than one trading day and no longer than 10
trading days immediately preceding the date of repurchase, as reasonably determined by the Board of Directors)

(12) Authorize our Board of Directors until May 13, 2020 to issue ordinary shares or grant rights to subscribe for

ordinary shares up to a maximum of (i) 10% of our outstanding share capital at the time of issue for general
corporate purposes including but not limited to equity compensation, acquisitions, and financings, and (ii) an
additional 10% of our outstanding share capital at the time of issue in connection with our acquisition of all or a
majority of the equity or assets of another entity

(13) Authorize our Board of Directors until May 13, 2020 to resolve to exclude or restrict our shareholders’

preemptive rights under Dutch law with respect to ordinary shares and rights to subscribe for ordinary shares that
the Board of Directors may issue or grant pursuant to any authorization of our shareholders

(14) Appoint PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal

year ending June 30, 2019

(15) Approve a remuneration policy for our Board of Directors

(16) Approve the grant of ordinary share awards as severance to the members of our Supervisory Board who

were not nominated for appointment to our Board of Directors

(17) Approve an amendment to our 2016 Performance Equity Plan

(18) Transact other business, if any, that may properly come before the meeting or any adjournment of the

meeting

Our Management Board and Supervisory Board have no knowledge of any other business to be transacted at the

annual general meeting.

Shareholders of record at the close of business on October 16, 2018 are entitled to vote at the annual general
meeting. Your vote is important regardless of the number of shares you own. Whether or not you expect to attend
the meeting, please complete and promptly return the enclosed proxy card or voter instruction form in accordance
with the instructions that we or your bank or brokerage firm have provided. Your prompt response will ensure that
your shares are represented at the annual general meeting. You can change your vote and revoke your proxy by
following the procedures described in this proxy statement.

All shareholders are cordially invited to attend the annual general meeting.

By order of the Management Board,

Chairman of the Management Board, Founder, President
and Chief Executive Officer
October 22, 2018

Dear Fellow Shareholder:

In addition to routine annual subjects such as approving our annual accounts, our audit firm and share repurchase
authorizations, we are also proposing some structural governance and incentive changes as follows:

• Move from our current two-tier board structure to a single Board of Directors
• Reduction in shares authorized for issuance under the 2016 Performance Equity Plan
• Modification of provisions of our 2016 Performance Equity Plan that relate to employees other than our

CEO and Board of Directors

The proxy statement following this letter includes more detail on each of these; below is an overview of the thinking
behind the proposals.

g
Move to a Single-Tier Board

When we re-domiciled from Bermuda to the Netherlands in 2009, we moved from a single board of directors to a
two-tier board structure consisting of a Supervisory Board and a Management Board. The two-tier structure is the
traditional Dutch board structure and, until recently, was the only choice available to Dutch public companies.
However, changes in Dutch law now allow for a single-tier board structure.

We are proposing to move our governance structure to a single board of directors because we believe doing so will
help us operate in a more effective and efficient manner and because this board structure is more typical of
companies whose shares are listed in the United States.

We are proposing a slate of five candidates to serve as directors on the newly constituted, single Board of
Directors: four non-executive directors (Sophie Gasperment, John Gavin, Scott Vassalluzzo and Zach Sternberg)
and one executive director (Robert Keane). Four members of the current Supervisory Board (Rich Riley, Mark
Thomas, Nadia Shouraboura and Paolo De Cesare) and two members of the current Management Board (Sean
Quinn and Katryn "Trynka" Blake) would not join the new single-tier Board of Directors. Sean and Trynka will
continue in their executive roles of CFO and Vistaprint CEO, respectively.

We believe that reducing from two boards comprising eleven members to a single board comprising five directors
will further the progress we have made over the past several years to be more effective and efficient. In the past
two years we have challenged many prior assumptions about how we operate, and we have taken difficult actions
to eliminate many top executive roles. Likewise, we believe that a leaner board will be better for our stakeholders,
including long-term share and debt holders, because it will engender more frequent, direct and full debate about
important topics and maintain strong representation from long-term shareholders. Importantly, from the very top of
our organization, we will practice what we preach about being lean, efficient and effective.

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Although the titles and roles of directors under a single-tier board are not subject to a vote by shareholders, we
expect the board would designate Sophie Gasperment as voorzitter for Dutch law purposes with the title of Lead
Non-Executive Director and me (Robert Keane) as CEO and Chairman. Some shareholders may ask if naming the
CEO as the chairman might impede good governance. Our current Supervisory Board, which consists exclusively of
independent directors, does not believe so because four strong independent directors will complement and balance
me in my role as Chairman. Speaking personally, I will continue to welcome the diverse opinions and counsel of our
board because it strengthens our decision-making and performance. That same belief is why, over the years, I have
invited two of our largest shareholders (Scott and Zach) to join the Supervisory Board, and why we propose that
they both, along with two other highly experienced independent directors (Sophie and John), join the new Board of
Directors.

Besides serving as an advisory body to me, the board must also fulfill duties in matters of statutory and regulatory
compliance, fiduciary and stakeholder representation, independence, and an ongoing assessment of my
performance as CEO. We are confident that the candidates we are proposing will comprise a board that robustly
fulfills these criteria.

I would like to thank our departing Supervisory Board members for their years of service to Cimpress. Each has
played a role in guiding this company through both successes and challenges and I am proud of what we have
accomplished together. The Supervisory and Management Boards acknowledge that it is unusual to downsize a
board as much as we are proposing. We want our shareholders to know that this was not the result of a

disagreement about governance, our strategic direction, or other topics. It is simply driven by a belief that we should
be lean, effective and efficient across all parts of Cimpress.

In this proxy statement, you will see that we also ask you to vote in favor of a proposal to grant 1,500 Cimpress
ordinary shares, subject to a 3-year lockup, to each departing Supervisory Board member as severance with a
value approximately equal to one year of compensation that they would have received if we were to have continued
with our prior board structure. Our Supervisory Board has voted to make this proposal given the unusual nature of
the anticipated changes.

Reduction in Authorized Shares Under the 2016 Performance Equity Plan

Our shareholders approved our 2016 Performance Equity Plan within a prior strategic and organizational context in
which we believed the best way to build value in Cimpress was via significant centralization. However, starting in
early 2017, we reversed direction and moved to our current structure of decentralized, autonomous businesses.
The following two characteristics stemming from our decentralization mean that we do not expect to use the 8.0
million shares that are currently authorized for use under the plan:

• Our decentralization and restructuring activities of the past several years have materially reduced the

•

number of senior executive roles that would have otherwise received PSUs.
Looking forward, as another logical continuation of our decentralization, we are exploring long-term
incentive plans for the leadership teams of our businesses (e.g., Pixartprinting, Vistaprint, and National
Pen) that are tied directly to the long-term performance and value creation of each business. This could
further reduce the number of PSU recipients.

As a result, we propose to reduce the number of ordinary shares authorized under the 2016 Performance Equity
Plan to 6.0 million shares.

Modification of our 2016 Performance Equity Plan

We expect the performance share units (PSUs) from our 2016 Performance Equity Plan to be our long-term
incentive vehicle of choice for many years to come for our executives and senior team members throughout our
organization. However, for team members other than me as the CEO and the Board of Directors, we believe it is
important to have more flexibility with respect to the terms of awards than our 2016 Performance Equity Plan
currently affords.

As a result, we are asking our shareholders to approve changes to our 2016 Performance Equity Plan to give us
flexibility to grant PSUs with measurement dates, performance goals relating to the compound annual growth rate
of the three-year moving average of our share price, and payout ratios that are different from those currently
mandated in the plan. Given highly competitive markets for talent, we want to align more closely with the time
frames other companies use for their long-term incentives, while still maintaining what we consider to be a suitable
multi-year performance threshold. For example, we may want to grant PSUs with a first measurement date for a
potential PSU pay out four years post-grant instead of the six years currently mandated by the plan, and we would
likely make corresponding increases to the performance criteria and/or reductions to the payout ratio in the fourth
and fifth years following grant, although those details will not be included in the amended 2016 Performance Equity
Plan. However, there would be no change to the core performance metric in the plan, which would remain the
compound annual growth rate of the three-year moving average of our share price for all PSU awards. To be clear,
the proposed changes would not apply to PSU grants to me as the CEO or PSU grants to our Board of Directors.

The proposed changes to the plan would apply only to future PSU awards, not awards that we previously granted.
These changes require shareholder approval because there is currently a significant amount of detail with respect
to the measurement periods, performance goals, and payout ratios that is locked into the 2016 Performance Equity
Plan. We have included as an appendix to this proxy statement a version of the 2016 Performance Equity Plan
marked with our proposed changes.

There are other areas where we expect to make changes in our long-term incentive practices relative to what we
previously communicated that don't require shareholder approval. For example, for team members in our
autonomous businesses, we may grant a mix of long-term incentives that include cash-based incentives based
upon the value creation of their business. Additionally, we expect to increase the minimum requirement for the
percentage allocation to PSUs (versus cash retention bonuses) at certain levels within the organization.

We are collecting questions from shareholders about the proposals in this proxy statements and plan to publish our
responses in a supplemental filing with the SEC.

Conclusion

I believe these proposals are logical continuations of the changes that we have been making over the past several
years to make our company as effective and efficient as possible. We ask for your support by voting in favor of
these proposals, as well as the more routine ones, detailed throughout this proxy statement.

Thank you in advance,

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CIMPRESS N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on November 13, 2018

This proxy statement contains information about the 2018 Annual General Meeting of Shareholders of Cimpress

N.V., which we refer to in this proxy statement as the annual meeting or the meeting. We will hold the annual
meeting on Tuesday, November 13, 2018 at the offices of Stibbe N.V., Beethovenplein 10, 1077 WM Amsterdam,
the Netherlands. The meeting will begin at 6:45 p.m. Central European Time.

We are furnishing this proxy statement to you in connection with the solicitation of proxies by the Management
Board of Cimpress N.V. (which is also referred to as we, us, the company, or Cimpress in this proxy statement) for
use at the annual meeting and at any adjournment of the annual meeting.

We are first mailing the Notice of Annual General Meeting, this proxy statement, and our Annual Report to

Shareholders for the fiscal year ended June 30, 2018 on or about October 22, 2018.

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual General Meeting of

Shareholders:

This Proxy Statement and the 2018 Annual Report to Shareholders are available for viewing, printing and
downloading at http://proxy.ir.cimpress.com. In addition, our statutory annual accounts and accompanying
annual report, as prepared in accordance with Dutch law and including biographical information about the
candidates nominated for appointment as members of our Board of Directors, are available at our offices at
the address above and for viewing, printing, and downloading at http://proxy.ir.cimpress.com.

We will furnish without charge a copy of this proxy statement and our Annual Report on Form 10-K for
the fiscal year ended June 30, 2018, as filed with the United States Securities and Exchange Commission,
or SEC, to any shareholder 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 and our Annual Report on Form 10-K are also available on the SEC’s website at
www.sec.gov.

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TABLE OF CONTENTS

Section

Information about our Supervisory Board members and executive officers

Proposal 1: Approve an amendment and restatement of our articles of association

Proposals 2 - 6: Appoint the members of our board of directors

Proposal 7: Advisory vote to approve executive compensation

Compensation Discussion and Analysis

Summary Compensation Tables for named executive officers

Proposal 8: Adopt our Annual Accounts

Proposals 9 - 10: Discharge our Management Board and Supervisory Board from certain liability

Proposal 11: Authorize us to repurchase shares

Proposal 12: Authorize us to issue ordinary shares
Proposal 13: Authorize us to exclude or restrict shareholders' preemptive right

Proposal 14: Appoint our independent registered public accounting firm

Proposal 15: Approve remuneration policy for our Board of Directors

Proposal 16: Approve the grant of ordinary share awards

Proposal 17: Amend our 2016 Performance Equity Plan

Corporate Governance

Compensation of Supervisory Board members

Security ownership of certain beneficial owners and management

Questions and answers about the annual meeting and voting

Page
Number

27
29

The following appendices appear only in the online proxy statement filed with the SEC

Appendix A - Amended and restated articles of association of Cimpress N.V.

Appendix B - Remuneration policy for Board of Directors

Appendix C - Amendment to 2016 Performance Equity Plan

Appendix D - Form of proxy

INFORMATION ABOUT OUR SUPERVISORY BOARD MEMBERS AND EXECUTIVE OFFICERS

We currently have a two-tier board structure consisting of a Supervisory Board and a separate Management

Board, and we are asking our shareholders to approve an amendment and restatement of our articles of
association to move to a single-tier board structure consisting of a Board of Directors, as described in Proposal 1 of
this proxy statement.

Our Supervisory Board

The current Supervisory Board of Cimpress N.V. consists of eight independent, non-employee directors who

serve for rotating terms of up to four years. We are asking our shareholders to appoint four of our current
Supervisory Board members to the new single-tier Board of Directors, as described in Proposals 3 through 6 of this
proxy statement.

Name
Paolo De Cesare
Sophie A. Gasperment

John J. Gavin, Jr.

Richard T. Riley

Nadia Shouraboura

Zachary S. Sternberg

Mark T. Thomas

Scott Vassalluzzo

Cimpress Director
Since
March 2013

Age
58

November 2016

August 2006

February 2005

January 2015

November 2017

November 2009

January 2015

Proposed New Term
to Expire at our
Annual General
Meeting In:
N/A

Independent
Director
Yes

2020

2021

N/A

2021

N/A

2019

Yes

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Supervisory Board members who have been nominated for appointment to the new Board of Directors

SOPHIE A. GASPERMENT has served as Group General Manager, Financial Communication and Strategic
Prospective of L’Oréal, the world’s leading beauty company, since January 2014. She has held multiple
marketing and general management positions at L’Oréal since joining the company in September 1986,
including Chief Executive Officer and Executive Chairman of The Body Shop International, the iconic British
retailer spanning 60 countries and ca. 20,000 people strong, from July 2008 to October 2013, as well as
Managing Director, L’Oréal UK and Ireland, from January 2004 to January 2008. Since June 2010, Ms.
Gasperment also serves on the board of AccorHotels, a publicly traded company and a world leader in
hospitality, and is currently Chair of that board's Appointments, Compensation and CSR Committee and a
member of the Audit and Compliance Committee. Since May 2018, Ms. Gasperment has also served on the
Supervisory Board of D’Ieteren, a Euronext-listed global company, and is a member of the Appointments and
Compensation Committee. Ms. Gasperment brings to the Supervisory Board her leadership and strategy skills
and perspective, her international brand-building and go-to-market expertise, her experience of businesses
undergoing digital transformation, her experience on the boards of other public companies, and her acumen in
both consumer goods and retail, as well as her broader business experience in multi-cultural environments.

JOHN J. GAVIN, JR. serves on the board of Varonis Systems, Inc., a provider of data governance solutions for

unstructured data. Mr. Gavin previously served as Chief Financial Officer of BladeLogic, Inc., a provider of data
center automation software, from January 2007 through June 2008, when it was acquired by BMC Software,
and as Chief Financial Officer of Navisite, Inc., a provider of information technology hosting, outsourcing and
professional services, from April 2004 through December 2006. Prior to Navisite, Mr. Gavin served as the Chief
Financial Officer of Cambridge Technology Partners and Data General Corporation. Mr. Gavin also spent ten
years at Price Waterhouse LLP (now PricewaterhouseCoopers LLP), an accounting firm, in various accounting
and audit positions including as Senior Manager in charge of multi-national audits. In addition to serving on the
Supervisory Board of Cimpress N.V., Mr. Gavin also serves on the supervisory board of Vistaprint B.V., a wholly
owned Dutch subsidiary of Cimpress. Mr. Gavin brings to the Supervisory Board his extensive experience as
chief financial officer of several growing companies, his experience on the boards of other public companies,
and ten years as an independent auditor. Mr. Gavin is a certified public accountant.

ZACHARY S. STERNBERG is the co-founder and Managing Member of the General Partner of The Spruce House
Partnership, a New York-based investment partnership. Spruce House invests in public and private companies
globally and seeks to partner with management teams that are focused on growing the per share value of their
companies over the long-term. Mr. Sternberg graduated from The Wharton School at The University of
Pennsylvania with a concentration in accounting. Spruce House holds 7.6% of Cimpress' outstanding shares
and has been a shareholder of Cimpress since 2011. Mr. Sternberg brings to the Supervisory Board his
perspective as a material and long-term shareholder of Cimpress with a deep understanding of the importance
of long-term stewardship of capital informed by more than a decade of successful investment experience.

SCOTT VASSALLUZZO is a Managing Member of Prescott General Partners LLC ("PGP"), an investment adviser
registered with the U.S. Securities and Exchange Commission that holds 15.1% of Cimpress' outstanding
shares. PGP serves as the general partner of three private investment limited partnerships, including Prescott
Associates L.P. (together, the "Prescott Partnerships"). Mr. Vassalluzzo joined the Prescott organization in 1998
as an equity analyst, became a general partner of the Prescott Partnerships in 2000, and transitioned to
Managing Member of PGP following Prescott's reorganization in January 2012. Prior to 1998, Mr. Vassalluzzo
worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP) and was a certified
public accountant. Mr. Vassalluzzo serves on the boards of directors of Credit Acceptance Corporation, an auto
finance company providing automobile loans and other related financial products, and World Acceptance
Corporation, a personal installment loan company. Mr. Vassalluzzo brings to the Supervisory Board his
advocacy for the priorities of long-termism and intrinsic value per share, his appreciation and understanding of
the perspectives of our other long-term shareholders, and his experience on the boards and board committees
of other publicly traded companies.

Supervisory Board members who have not been nominated for appointment to the new Board of Directors

PAOLO DE CESARE has served as Chief Executive Officer of Printemps Department Store Paris, a retailer

dedicated to fashion and luxury brands with department stores in France, since September 2007. Previously,
Mr. De Cesare served in various executive capacities at Procter & Gamble from 1983 to 2007, most recently as
President of Procter & Gamble Global Skin Care and, prior to that, as Vice President of Procter & Gamble Far
East and President Max Factor KK, the Cosmetic division of Procter in Japan. Mr. De Cesare also served on
the board of Indesit Company, a publicly traded company and leading European manufacturer and distributor of
domestic appliances, from 2009 until 2013. Mr. De Cesare brings to the Supervisory Board his strong
knowledge of brand and marketing strategy, his international business experience and perspective, and his
operational, executive, and board experience in a variety of roles worldwide.

RICHARD T. RILEY, Chairman of the Supervisory Board, served in various capacities at LoJack Corporation, a
publicly traded provider of tracking and recovery systems, during the period from 2005 until 2013, including
Chairman of the Board of Directors from November 2006 to May 2012; Chief Executive Officer from
November 2006 to February 2008 and again from May 2010 to November 2011; and President, Chief Operating
Officer and a director from February 2005 through November 2006 and again from May 2010 to
November 2011. From 1997 through 2004, Mr. Riley held a variety of positions with New England Business
Service, Inc., a publicly traded provider of products and services to small businesses, most recently serving as
Chief Executive Officer, President, Chief Operating Officer and director. Mr. Riley also serves on the boards of
Dorman Products, Inc., a supplier of original equipment automotive replacement parts, and Tupperware Brands
Corporation, a direct-to-consumer marketer of various products across a range of brands and categories
worldwide. In addition to serving on the Supervisory Board of Cimpress N.V., Mr. Riley also serves on the
supervisory board of Vistaprint B.V., a wholly owned Dutch subsidiary of Cimpress. Mr. Riley brings to the
Supervisory Board his extensive experience of leading companies as a chief executive officer and board
member, including 22 years leading a publicly traded company providing products and services to small
businesses.

NADIA SHOURABOURA has served as the Founder and Chief Executive Officer of Hointer, Inc., a technology

company that brings together the best features of virtual shopping with in-store shopping, since August 2012.
Before founding Hointer, Dr. Shouraboura served on the senior management team responsible for overall
direction and operations at Amazon.com, Inc. from April 2004 to August 2012, including as Technology Vice
President, Global Supply Chain and Fulfillment Platform from 2008 to August 2012. Before joining
Amazon.com, Dr. Shouraboura served in technology and leadership roles at Diamond Technology Partners,
Mobilicity, and Exelon Corporation. Dr. Shouraboura also currently serves on the board of directors of Ferguson

plc, a world-leading specialist distributor of plumbing and heating products, and X5 Retail Group N.V., a leading
Russian food retailer. Dr. Shouraboura brings to the Supervisory Board her strong advocacy and experience
with building customer-centric company cultures and her experience in operations and technology.

MARK T. THOMAS has served as a Founder and Partner of Monitor Clipper Partners, a middle market private
equity firm, since December 1997 and also serves as a member of Monitor Clipper Partners’ Investment
Committee and as a director of several of its portfolio companies. In addition, Mr. Thomas was a co-founder of
Monitor Company Group LP, a global strategy and marketing consulting firm, where he served in various
leadership positions from 1983 to November 2012. Monitor Company Group LP was sold to Deloitte Consulting
in January 2013. In June 2016, Roger Garments LLC, a portfolio company of MCP Fund III and of which Mr.
Thomas was a director at the time, assigned all its assets for the benefit of creditors. Mr. Thomas also serves
as Executive Chairman and Advisory Board member of Agero, Inc., the leading provider of B2B roadside
assistance and accident management services in the United States. In addition to serving on the Supervisory
Board of Cimpress N.V., Mr. Thomas serves on the supervisory board of Vistaprint B.V., a wholly owned Dutch
subsidiary of Cimpress. Mr. Thomas brings to the Supervisory Board his extensive strategy, investment, and
international experience, which includes more than 30 years of building companies, serving on boards, and
providing advice to top executives on strategic matters.

:
Our Management Board and Executive Officers

Our Management Board: The current Management Board of Cimpress N.V. consists of three of our executive
officers. If our shareholders approve an amendment and restatement of our articles of association to move to a
single-tier board structure consisting of a Board of Directors, as described in Proposal 1 of this proxy statement,
then Katryn Blake and Sean Quinn would step down as directors but would continue in their roles as executive
officers of Cimpress. We are asking our shareholders to appoint Robert Keane to the new single-tier Board of
Directors, as described in Proposal 2 of this proxy statement.

ROBERT S. KEANE, Founder, President, Chief Executive Officer, and Chairman of the Management Board,
age 55, has served as our President and Chief Executive Officer since he founded Cimpress in January 1995.
Mr. Keane served as the Chairman of our Board of Directors from January 1995 to August 2009 and was
appointed Chairman of the Management Board in September 2009. From 1988 to 1994, Mr. Keane was an
executive at Flex-Key Corporation, an original equipment manufacturer of keyboards, displays and retail kiosks
used for desktop publishing. Mr. Keane holds a Bachelor of Arts in economics from Harvard College and a
Masters of Business Administration from INSEAD in Fontainebleau, France.

KATRYN “TRYNKA” S. BLAKE (née Shineman), Executive Vice President and Chief Executive Officer,

Vistaprint, age 44, has served as our Executive Vice President and Chief Executive Officer, Vistaprint since
February 2017. Ms. Blake previously served in a variety of positions since joining Cimpress in March 2004,
including President, Vistaprint Business Unit from July 2014 to January 2017, Executive Vice President, Global
Marketing from July 2012 to June 2014, Chief Customer Officer from June 2011 to June 2014, and President of
Vistaprint’s North American business unit from November 2010 to June 2012. Before joining Cimpress, she
served as a director and senior manager for PreVision Marketing from 1996 to March 2004. Ms. Blake also
serves on the board of directors of Ally Financial Inc., a leading digital financial services company. Ms. Blake
holds a Bachelor of Arts in psychology from Cornell University and a Masters of Business Administration from
Columbia Business School.

SEAN E. QUINN, Executive Vice President and Chief Financial Officer, age 39, has served as our Chief

Financial Officer since October 2015 and as Executive Vice President since July 2016. Mr. Quinn previously
served as Senior Vice President from October 2015 to July 2016, as Chief Accounting Officer from
November 2014 to October 2015, as Vice President, Corporate Finance from January 2014 to October 2015, as
Global Controller from April 2012 to November 2014, and in various other financial roles from October 2009 to
April 2012. Before joining Cimpress, Mr. Quinn was a Certified Public Accountant with KPMG LLP from
September 2001 to October 2009 in the firm’s Philadelphia, London, and Boston offices, most recently as an
Audit Senior Manager. Mr. Quinn holds a Bachelor of Science in accounting from Saint Joseph’s University.

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Other Executive Officers: We have two additional executive officers who do not serve on our current Management
Board.

CORNELIS DAVID ("KEES") ARENDS, Executive Vice President and President, Upload and Print

Businesses, age 58, has served as our Executive Vice President and President, Upload and Print Businesses
since July 2016. Mr. Arends previously served as our President, European Business Units from November 2015
to July 2016. Before joining Cimpress, Mr. Arends was an entrepreneur and founder of various companies. His
relationship with Cimpress goes back to 2011 when he was Chief Executive Officer and one of the shareholders
of AlbumPrinter B.V. which was sold to Cimpress in October of that year, and he served as Managing Director
of AlbumPrinter until November 2012. From December 2013 to January 2015, Mr. Arends was Chief Executive
Officer of NPM Capital NV. Before joining Cimpress’ executive team he served as interim Chief Executive
Officer of Drukwerkdeal.nl B.V., a Cimpress company, from March 2015 to January 2016. Mr. Arends studied at
Nijenrode Business School in Breukelen, the Netherlands.

DONALD LEBLANC, Executive Vice President and President, Vistaprint Corporate Solutions, age 50, has
served as our President, Vistaprint Corporate Solutions since October 2015 and as Executive Vice President
since July 2016. Mr. LeBlanc previously served as our Chief Marketing Officer for the Vistaprint brand from May
2011 to October 2015. Before joining Cimpress, Mr. LeBlanc held various senior roles at Staples, including
Senior Vice President of Retail Marketing and Vice President of Strategy. Mr. LeBlanc holds a Bachelor of
Science from Worcester Polytechnic Institute and a Masters of Business Administration from the Tuck School at
Dartmouth College.

There are no family relationships among any of the Supervisory Board members and executive officers of
Cimpress. No arrangements or understandings exist between any Supervisory Board member and any other
person pursuant to which such person is to be selected for appointment to the Supervisory Board or Board of
Directors.

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PROPOSAL 1 - APPROVE AN AMENDMENT AND RESTATEMENT OF OUR ARTICLES OF ASSOCIATION

By the proposal of our Management Board, which has been approved by our Supervisory Board, at the annual
meeting, we are asking our shareholders to approve an amendment and restatement of our articles of association
to move to a single-tier Board of Directors comprising executive and non-executive directors. Under our current
articles of association, we have a two-tier board structure consisting of a Supervisory Board and a separate
Management Board, as was traditionally common for publicly traded companies incorporated in the Netherlands.
Changes to Dutch law in recent years have made it possible for Cimpress to adopt a single-tier board structure,
which we believe will help simplify and streamline our corporate governance.

Throughout this proxy statement, we use the terms "Supervisory Board" and "Management Board" when we are

describing our current two-tier board structure and "Board of Directors" when we are describing the proposed
single-tier board structure that will result if shareholders approve this proposal.

We believe that moving to a single-tier board will improve the effectiveness and efficiency of our governance

structure by eliminating the distinction and complexity of operating separate management and supervisory boards.
Furthermore, in light of the fact that our shares are listed exclusively on a U.S. stock market, the change will align
our governance structure with the single-tier structure of public company boards that is most common for firms
listed in the United States.

The proposed amended and restated articles of association marked to show the changes from our current articles
of association are attached as Appendix A to the electronic copy of this proxy statement filed with the SEC. You may
access the amended and restated articles by viewing our proxy statement on the SEC’s web site at www.sec.gov,
or you may obtain a copy by sending a written request to Cimpress N.V., c/o Cimpress USA Incorporated, Attention:
Investor Relations, 275 Wyman Street, Waltham, MA 02451, USA. The changes in the amended and restated
articles as compared to our current articles include:

•

•
•

•

replacing all references to our Management Board and Supervisory Board with references to our Board of
Directors throughout the articles and deleting duplicative provisions
provisions for the appointments of executive and non-executive directors to the Board of Directors
provisions authorizing the Board of Directors to assign roles and responsibilities to directors, including
designating a Chief Executive Officer, Chairman, and Lead Non-Executive Director
some immaterial, "clean up" changes to reflect changes in Dutch law and practice

As described in Proposals 2 through 6 of this proxy statement, we are asking our shareholders to appoint Robert
Keane to the Board of Directors as an executive director and four of the eight members of our current Supervisory
Board as non-executive directors. Following the amendment to our articles of association to move to a single-tier
Board of Directors, the Board of Directors will establish new board rules and form three committees composed
exclusively of independent, non-executive directors: Audit, Compensation, and Nominating and Corporate
Governance.

If our shareholders approve this proposal, then the amendment and restatement of our articles of association will

be effected by the execution of the notarial deed of amendment to our articles of association, or Deed of
Amendment. By voting in favor of this proposal, our shareholders:

1. Acknowledge and confirm that any authorization to repurchase shares, issue shares, or exclude or limit

preemptive rights previously granted by shareholders to our Management Board with the approval of our
Supervisory Board that is still in force as of the execution of the Deed of Amendment is deemed to be
granted to our Board of Directors acting singly as of the execution of the Deed of Amendment; and

2. Designate each member of our Management Board and each civil-law notary (notaris), prospective civil-law
notary (kandidaat-notaris) 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 Deed of Amendment and to undertake
all other activities as the authorized person deems necessary or useful.

If this proposal is not approved, then we will not amend our articles of association, and our current articles and

current two-tier board structure will remain unchanged.

The Management Board and Supervisory Board recommend that you vote FOR the amendment and

restatement of our articles of association.

PROPOSALS 2 THROUGH 6 - APPOINT THE MEMBERS OF OUR BOARD OF DIRECTORS

In Proposal 1 above, we are asking our shareholders to approve an amendment and restatement of our articles of
association to move to a single-tier board structure consisting of a Board of Directors. In Proposals 2 through 6, we
are asking our shareholders to appoint four of the current members of our Supervisory Board and Robert Keane,
our Founder, President, and Chief Executive Officer, to the new Board of Directors, subject to Proposal 1 being
approved and effective immediately following the execution of the Deed of Amendment. If our shareholders do not
approve Proposal 1, then our current Management Board and Supervisory Board will remain in place, the current
members of our Management Board will continue to serve for their current terms as directors, the approval of any of
Proposals 3 through 6 appointing non-executive directors to our Board of Directors will be deemed to be
appointments of those directors to our current Supervisory Board, and we would expect the members of our
Supervisory Board who have not been nominated for appointment to the new Board of Directors to resign as
directors.

Pursuant to the invitation of our Management Board, the Supervisory Board has adopted resolutions to make

binding nominations of the directors listed below for the initial terms listed below. We intend that the members of our
new Board of Directors will serve for rotating three-year terms, and when each director's initial term below expires,
we intend to seek his or her reappointment for another three-year term.

One-year term ending on the date of our annual general meeting of shareholders in 2019:

• Robert S. Keane, Executive Director - The Supervisory Board recommends the appointment of Mr. Keane

to the Board of Directors as an executive director because of his experience growing Cimpress from
inception in 1995 to $2.6 billion of revenue in our 2018 fiscal year, his understanding of the drivers of
intrinsic value per share, and his knowledge of Cimpress' customer needs, business model and markets.

• Scott Vassalluzzo, Non-Executive Director - The Supervisory Board recommends the appointment of Mr.
Vassalluzzo to the Board of Directors as a non-executive director because of his advocacy for the priorities
of long-termism and intrinsic value per share, his appreciation and understanding of the perspectives of our
other long-term shareholders, and his experience on the boards and board committees of other publicly
traded companies.

Two-year term ending on the date of our annual general meeting of shareholders in 2020:

• Sophie A. Gasperment, Non-Executive Director - The Supervisory Board recommends the appointment of
Ms. Gasperment to the Board of Directors as a non-executive director because of her leadership and
strategy skills and perspective, her international brand-building and go-to-market expertise, her experience
of businesses undergoing digital transformation, and her acumen in both consumer goods and retail, her
broad business experience in multi-cultural environments and her experience on the boards and board
committees of other publicly traded companies.

Three-year term ending on the date of our annual general meeting of shareholders in 2021:

•

John J. Gavin, Jr., Non-Executive Director - The Supervisory Board recommends the appointment of Mr.
Gavin to the Board of Directors as a non-executive director because of his extensive experience as chief
financial officer or board member of numerous growing public companies including extensive Audit
Committee experience, as well as ten years as an independent auditor.

• Zachary S. Sternberg, Non-Executive Director - The Supervisory Board recommends the appointment of

Mr. Sternberg to the Board of Directors as a non-executive director because of his perspective as a material
and long-term shareholder of Cimpress with a deep understanding of the importance of long-term
stewardship of capital informed by more than a decade of successful investment experience.

You can find more information about the nominees for the Board of Directors in the section of this proxy
statement entitled “INFORMATION ABOUT OUR SUPERVISORY BOARD MEMBERS AND EXECUTIVE
OFFICERS.”

The Management Board and Supervisory Board recommend that you vote FOR the appointments of all

nominees to the Board of Directors.

PROPOSAL 7 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

At the annual meeting, we are asking our shareholders to approve the compensation of our named executive
officers, as described in the Compensation Discussion and Analysis, or CD&A, executive compensation tables, and
accompanying narrative disclosures below. This is an advisory vote, meaning that this proposal is not binding on us,
but our Compensation Committee values the opinions expressed by our shareholders and will carefully consider the
outcome of the shareholder vote when making future compensation decisions for our named executive officers.

As required by Dutch law, we have a shareholder-approved remuneration policy that applies to our Management

Board members, which you can find on the Corporate Governance page of our Investor Relations website
ir.cimpress.com, and the compensation of our named executive officers is in accordance with the current
remuneration policy. At this annual meeting, we are asking our shareholders to approve an amended remuneration
policy for our Board of Directors, as described in Proposal 15 of this proxy statement, but the advisory vote on
executive compensation pursuant to this Proposal 7 does not amend our current remuneration policy in any way.

This proposal provides, pursuant to Section 2:135(5a) of the Dutch Civil Code, for a discussion regarding the

implementation of the remuneration policy for the Management Board as in effect for fiscal year 2018. The
discussion takes place on the basis of the information referred to in Section 2:383c up to and including Section
2:383e of the Dutch Civil Code, as included in the explanatory notes to the financial statements included in our
Dutch statutory annual accounts for the fiscal year ended June 30, 2018.

At our annual general meeting in 2017, a majority of our shareholders voted to hold the advisory vote to approve
our executive compensation on an annual basis. Therefore, we intend to put forth at each annual general meeting
of shareholders an advisory vote on the compensation of our named executive officers for the immediately
preceding fiscal year.

Our Management Board and Supervisory Board recommend that you vote FOR the approval of the

compensation of our named executive officers, as described below.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Overview

Our success depends on our ability to attract and retain top talent in a competitive marketplace, and to motivate

that talent to achieve outstanding performance. In determining the compensation of our executive officers, our
Compensation Committee begins with an analysis of the competitiveness of our executive compensation program
and, as a starting point, seeks to pay our executives total compensation (including base salary and long-term
incentive awards) at the 75th percentile of our peer group for extraordinary performance by Cimpress. The
Compensation Committee then applies its own discretion to take into account any other factors it may deem
relevant in any given fiscal year, such as general economic conditions, the internal equity of compensation among
our executives, each executive’s experience and role, and individual performance. The Committee does not assign
specific weights to particular factors but considers them together in determining compensation.

Incentive compensation redesign. In fiscal year 2016, under the leadership of our Compensation Committee and

with input from our shareholders, we significantly redesigned our compensation program for executives and
employees. We now use the following two long-term incentive, or LTI, compensation vehicles:

1. Performance share units, or PSUs, granted under our 2016 Performance Equity Plan, or 2016 Plan. Each

PSU represents a right to receive between 0 and 2.5 ordinary shares of Cimpress N.V. upon the satisfaction
of both service-based vesting over time and performance conditions relating to the compound annual

growth rate, or CAGR, of the three-year moving average of the daily closing share price of Cimpress’
ordinary shares, or 3YMA, over a 6- to 10-year period.

2. Cash retention bonus awards for employees other than Robert Keane, who receives 100% of his LTI

compensation in the form of PSUs. These bonus awards are focused on retention and pay the employee a
fixed amount in equal payments over several years (typically four years) so long as Cimpress continues to
employ the recipient.

As described in more detail below, we give employees other than Robert Keane an opportunity to elect the
percentage of their LTI compensation that will be allocated to PSUs versus cash retention bonuses, subject to
minimum thresholds depending on each employee's level within the organization.

In addition, beginning in fiscal year 2017, we incorporated the annual cash incentive component of our previous
compensation program into the base salary for our executive officers and most of the broader employee population,
in order to reduce incentives to take actions that enhance short-term financial performance at the expense of long-
term value creation and to support a culture of long-termism.

Pay for performance. Cimpress' uppermost financial objective is to maximize our intrinsic value per share, or
IVPS. We define IVPS as (a) the unlevered free cash flow per diluted share that, in our best judgment, will occur
between now and the long-term future, appropriately discounted to reflect our cost of capital, minus (b) net debt per
diluted share. We define unlevered free cash flow as free cash flow plus cash interest expense related to borrowing.
Extending our history of success into the next decade and beyond in line with this top-level objective is important to
us, and we have designed our compensation program to encourage our executives and employees to manage to a
long-term time horizon and to forgo short-term actions and metrics except to the extent those short-term actions
and metrics support our long-term goals. Accordingly, the PSUs we grant to our executives and employees are
based on Cimpress' performance over a period of six to ten years, and the earliest that Cimpress may issue shares
under a PSU award, and therefore the earliest that executives and employees could receive any value from the
PSUs, is six years from grant (unless there is an earlier change in control), and only if Cimpress' 3YMA meets or
exceeds our CAGR targets.

The total compensation package for our executive officers is weighted heavily toward compensation based on

Cimpress' long-term performance. For example, 76% of the total compensation granted to our Chief Executive
Officer for fiscal year 2018 was at risk through our LTI program.

Shareholder engagement. Our executive compensation program has received more than 99% approval from our
shareholders at each of our last five annual general meetings of shareholders, and we believe that our collaboration
with shareholders on executive compensation design and our emphasis on long-term, performance-based
compensation are major contributors to these results. When our Compensation Committee redesigned our
compensation program for executives and employees during fiscal year 2016, we reached out to our major
shareholders during the planning phase, and the Compensation Committee took shareholders' feedback into
account in the design process. When we sought shareholder approval of our 2016 Plan that is the lynchpin of the
redesigned compensation program, we listened to the constructive feedback of our major, long-term shareholders
and made several changes to the compensation program to address shareholders' concerns, which we believe
contributed to our shareholders' voting to approve the plan in 2016. The Compensation Committee intends to
continue to consider the outcome of the say-on-pay vote when making future compensation decisions for our
named executive officers.

Compensation Committee Approach

In determining the competitiveness of our executive compensation program for fiscal year 2018, our

Compensation Committee took into account the analysis and recommendations of the Committee’s independent
compensation consultant (Willis Towers Watson), data from the comparison peer group described below, published
compensation survey data, and detailed tally sheets summarizing our executive officers’ current and historical
compensation.

Our Compensation Committee worked with Willis Towers Watson to update its comparison peer group for fiscal

year 2018, which consists of the 22 publicly traded companies listed below that have characteristics that are
currently comparable to Cimpress or comparable to where Cimpress expects to be in the near future. The

Committee considered the following characteristics, although not all companies in the peer group have all of these
characteristics:

annual revenue in the range of $1.8 billion to $4.8 billion

•
• market capitalization between $2.4 billion and $6.5 billion (utilizing a 75% to 200% criteria range for

both revenue and market capitalization)
same general industry as Cimpress
high growth

•
•

Because the Compensation Committee determined the peer group in December 2016, before the beginning of
our fiscal year 2018, the Committee used the most recent information that was available at that time for each peer
group company.

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The Compensation Committee engaged and managed the relationship with Willis Towers Watson with respect to

its work for fiscal year 2018, which took place during fiscal year 2017, and determined at the time of the
engagement that the firm was independent. Willis Towers Watson did not provide any services to the Compensation
Committee during fiscal year 2018.

Compensation Components for Executives

For fiscal year 2018, the principal elements of our compensation program for our executive officers included:

Under our pay-for-performance philosophy, the compensation of our executives and other employees at higher
levels in the organization is more heavily weighted towards variable compensation based on our performance, and
base salary generally accounts for a smaller portion of these employees’ total compensation packages. The
percentiles of our peer group that we use to evaluate the compensation of our named executive officers are
designed to ensure that our executive officers will receive total compensation significantly below the median of our
peer group if Cimpress does not perform well and significantly above the median for Cimpress' extraordinary
performance. In accordance with this philosophy, the Compensation Committee initially allocates the compensation
of our executive officers within the percentiles listed below, and then may use its discretion to adjust each executive
officer’s compensation to reflect other factors such as general economic conditions, the internal equity of
compensation among our executives, and the executive’s experience, role, and performance.

• Annual cash compensation at the 50th percentile of our peer group and published compensation surveys
• Total compensation (annual cash compensation plus LTI awards) at the 75th percentile of our peer group

and published compensation surveys

Base Salary (Annual Cash Compensation)

In fiscal year 2017 in connection with the launch of our redesigned LTI program, we eliminated our annual cash
incentive program and incorporated the annual incentive component of our previous program into the base salary
for our executive officers and most of the broader employee population to help our executives and employees focus
on maximizing long-term value creation. We want to encourage our executives to make investment decisions that
they believe are right for the long term even if they impact near-term financial performance, and we do not want to
financially reward or penalize employees for those near-term impacts other than those that are also beneficial to
enhancing our IVPS.

Accordingly, for fiscal years 2017 and 2018, the base salary of each of our executive officers other than Cornelis

Arends included the amount of his or her fiscal year 2016 annual cash incentive at the target level. For fiscal year
2018, the Compensation Committee increased the base salaries of all our executive officers other than Mr. Arends
by 4% - 10% to more closely align their salaries with the percentiles described above and also to reflect each
executive’s performance, changes in responsibility, and internal equity with other Cimpress executives.

Mr. Arends has an employment agreement and a long-term assignment agreement with Cimpress that set his

compensation, and therefore the Compensation Committee did not make any changes to his contractual base
salary for fiscal year 2018.

Long-Term Incentive Program

Our LTI program is designed to focus our executives and employees on long-term performance and value
creation for the company and our shareholders. In fiscal year 2018, we used the LTI compensation vehicles
described below for our executive officers. In Proposal 17, we are asking our shareholders to approve changes to
our 2016 Plan, but this Compensation Discussion and Analysis section describes our current 2016 Plan in effect
during fiscal year 2018, without the proposed changes.

Performance Share Units (PSUs) under our 2016 Plan

Each PSU represents a right to receive between 0 and 2.5 ordinary shares of Cimpress N.V. upon the satisfaction

of both service-based vesting over time and performance conditions relating to the 3YMA CAGR over a 6- to 10-
year period. We refer to the issuance of Cimpress ordinary shares pursuant to a PSU upon satisfaction of both
conditions as the Performance Dependent Issuance.

First condition to a Performance Dependent Issuance: Service-based Vesting
PSUs granted to employees generally vest no faster than 25% per year over four years so long as the
employee remains employed by Cimpress. However, service-based vesting is not sufficient for payout; PSU
service-based vesting events are the dates after which the participant gains the future right to a
Performance Dependent Issuance with respect to their then-vested PSUs, subject to achievement of the
relevant performance conditions.

If a participant resigns or is terminated other than for cause, they retain all PSUs that have satisfied the
service-based vesting condition as of their resignation or termination date. If Cimpress achieves the
performance thresholds described below, the former participant would receive Cimpress ordinary shares
upon settlement of the PSUs, even though they no longer have an employment, director, or other service
relationship with Cimpress.

Second condition to a Performance Dependent Issuance: 3YMA Performance
For each PSU award, we calculate a baseline 3YMA as of a specified date at the time of grant for two
purposes: to establish the number of units to be granted and to establish the baseline for future
performance measurement. Beginning on the sixth anniversary of this baseline measurement date, and on
each anniversary thereafter through year nine, we will calculate the 3YMA as of such date. On the first of
these measurement dates that the 3YMA equals or exceeds a CAGR of 11%, the 3YMA performance
condition would be satisfied, and we would issue to the participant the number of Cimpress ordinary shares
determined by multiplying the number of PSUs subject to the award by the applicable performance-based
multiplier set forth in Table 1 below.

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TABLE 1:

3YMA CAGR
11 to 11.99%
12 to 12.99%
13 to 13.99%
14 to 14.99%
15 to 15.99%
16 to 16.99%
17 to 17.99%
18 to 18.99%
19 to 19.99%
20% to 25.8925%

Above 25.8925%

Multiplier to the
number of PSUs
subject to the award
125.0%
137.5%
150.0%
162.5%
175.0%
187.5%
200.0%
212.5%
225.0%
250.0%
Variable Cap (defined
below)

If the 3YMA has not reached at least 11% on any of the sixth through ninth anniversaries of the baseline
measurement date for the PSU award and thus a Performance Dependent Issuance has not yet occurred,
then the threshold CAGR level for 3YMA performance at the tenth anniversary of the baseline
measurement date is lowered to a 7% CAGR for participants other than Robert Keane and members of our
Supervisory Board. If the 3YMA performance meets or exceeds a 7% CAGR on the tenth anniversary,
recipients other than Mr. Keane and Supervisory Board members would still receive Cimpress ordinary
shares, but at a significantly declining multiple, as set forth in Table 2 below. Table 2 does not apply to
PSUs granted to Mr. Keane or members of the Supervisory Board, and we will use Table 1 for all
measurement dates for PSUs granted to Mr. Keane and the Supervisory Board members.

TABLE 2:

3YMA CAGR

11% & higher
10 to 10.99%
9 to 9.99%
8 to 8.99%
7 to 7.99%
Less than 7%

Multiplier to the
number of PSUs
subject to the award
Same as Table 1
above
112.5%
100.0%
87.5%
75.0%
0%

If none of the 3YMA CAGR performance goals are achieved by the tenth anniversary of the baseline
measurement date for the PSU award, then the PSU award would be terminated and no Cimpress ordinary
shares would be issued with respect to the award.

The 2016 Plan limits the 3YMA value of the share issuance (defined as the number of Cimpress ordinary
shares to be issued multiplied by the 3YMA at the measurement date on which the Performance Dependent
Issuance is triggered) to a maximum of ten times the 3YMA grant value of the PSU award (defined as the
number of PSUs granted multiplied by the baseline 3YMA used for the initial grant). Therefore, in cases of a
3YMA CAGR above 25.8925%, a "Variable Cap," which is less than 250.0%, will be applied in order to
achieve the fixed ten times maximum 3YMA value of the share issuance.

The actual closing price of the Cimpress shares issued upon the Performance Dependent Issuance may be
higher or lower than the 3YMA used to calculate the number of shares issued at such time.

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Cash Retention Bonuses

Cash retention bonuses pay the employee a fixed amount in equal payments over several years (typically four

years) so long as Cimpress continues to employ the recipient. Since PSU awards are more risky than cash
retention bonuses, we allow our executive officers other than our Chief Executive Officer to choose the levels of risk
and reward they wish to undertake by choosing the percentage of their LTI compensation that will be allocated to
cash retention bonuses and PSU awards, subject to a minimum threshold of 60% of the value of their LTI award
allocated to PSUs. Broader-based employees eligible for long-term incentives make a similar choice, with minimum
thresholds allocated to PSUs decreasing at lower levels in the organization. This approach recognizes that different
employees have a broad spectrum of personal circumstances and attitudes regarding the tradeoff between risk and
reward. Because life events can change an individual’s risk appetite, employees are allowed to make these choices
annually for the following year’s LTI award but always subject to the applicable minimum threshold.

The following table shows the amount of the annual LTI award received by each of our executive officers for
fiscal year 2018, the minimum percentage that we require them to allocate to PSUs, and the actual percentage that
each executive allocated to PSUs. Cornelis Arends did not receive an annual LTI award for fiscal year 2018 in line
with the terms of his employment agreement.

Minimum
percentage of LTI
award value
required to be
allocated to
PSUs
100%
60%
60%
60%

Actual percentage
of LTI award value
allocated to PSUs
(per each
executive’s
election)
100%
60%
100%
75%

LTI award
value
FY2018
$5,250,000
$2,000,000
$1,100,000
$1,800,000

Executive Officer
Robert Keane*
Katryn Blake
Donald LeBlanc
Sean Quinn

* Mr. Keane is not eligible to make an election and receives 100% of his LTI awards in the form of PSUs.
The number of PSUs he may receive in any fiscal year is capped at a maximum of 75,000.

Supplemental PSUs and Performance Cash Awards

In fiscal year 2018, in addition to the annual LTI awards of PSUs and cash retention bonuses (as applicable)
described above, the Compensation Committee decided to grant a one-time, supplemental LTI award to a small
group of key leaders who we believe will be most critical to achieving a cumulative unlevered free cash flow goal

over the period from July 1, 2017 through June 30, 2020. For purposes of this supplemental LTI award, we define
unlevered free cash flow, or UFCF, as Cimpress' free cash flow plus cash interest expense related to borrowing,
subject to adjustment by the Compensation Committee based on its assessment of Cimpress' performance. If
Cimpress does not meet the three-year cumulative UFCF goal set by the Committee, then the supplemental awards
would expire in their entirety promptly after June 30, 2020 and no Cimpress shares would be issued or cash paid
with respect to the awards. The Committee believes that achieving the UFCF goal is feasible but difficult and will
require our key leaders to reinvigorate Cimpress' entrepreneurial culture, master cash-flow-focused management
skills, and make tough decisions that avoid sacrificing long-term value in favor of short-term benefits.

All of our named executive officers other than Mr. Keane received a supplemental LTI award consisting of the

following:

1. Supplemental PSUs granted under the 2016 Plan with the same performance conditions relating to the
CAGR of our 3YMA as described above, plus the additional performance condition relating to our three-
year cumulative UFCF goal. A portion of each supplemental PSU award vests at the end of each fiscal year
2018 through 2020 so long as the executive has an employment, director, or other service relationship with
Cimpress on each vesting date. However, satisfying the service-based vesting condition and achieving the
three-year cumulative UFCF goal are not sufficient for a payout: As is the case with the "regular" PSUs
described above, Cimpress will issue ordinary shares pursuant to a supplemental PSU award only if the
3YMA meets or exceeds the applicable CAGR thresholds on a measurement date six to ten years after the
supplemental PSU award was granted (unless there is an earlier change in control).

2. For executives who elected to allocate a portion of the LTI awards they received during fiscal year 2018 to
cash retention bonuses, a performance cash award that will be paid only if (1) Cimpress achieves the
UFCF goal and (2) the executive is still employed by Cimpress or one of its subsidiaries on June 30, 2020.

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Our named executive officers other than Mr. Keane received supplemental LTI awards in the following amounts,

and each supplemental award was allocated between supplemental PSUs and a performance cash award at the
same percentages as the executive's annual LTI award described above.

Executive Officer

Cornelis Arends

Katryn Blake

Donald LeBlanc

Sean Quinn

Supplemental
LTI award
value

$515,000

$2,000,000

$1,100,000

$1,800,000

Percentage of LTI
award value
allocated to
supplemental
PSUs

Percentage of LTI
award value
allocated to
performance cash
award

100%

60%

100%

75%

40%

25%

Legacy Long-Term Cash Incentive Awards and Restricted Share Units

Donald LeBlanc and Sean Quinn became executive officers within the last three fiscal years, and because they
participated in our long-term incentive program for non-executive employees before their promotions, they received
fiscal year 2018 payouts under the four-year cash incentive awards they received in fiscal years 2015 and 2016.
For fiscal years 2016 and before, we granted long-term cash incentive awards to our non-executive employees to
reflect our pay-for-performance culture and philosophy, enhance our ability to manage the number of shares
available under our equity compensation plans, and balance the focus on share price appreciation created through
equity awards with cash awards based on the achievement of financial metrics that drive long-term company and
shareholder value creation. Each of these long-term cash incentive awards has a performance cycle of four fiscal
years, and each employee is eligible to receive 25% of his or her total award for each fiscal year in the performance
cycle based on Cimpress' achievement of specified goals. For awards vesting in fiscal year 2018, the performance
goal was based upon Cimpress’ fiscal year 2018 unlevered free cash flow prior to working capital and cash taxes,
as this was the primary metric used for budgeting with our businesses in the transition to using unlevered free cash
flow throughout the company as our primary financial performance metric. This metric excludes the impact of
currency.

We measure performance on an annual basis and make payments for each fiscal year in the performance cycle
based on the level of goal achievement for that fiscal year. Cimpress' fiscal year 2018 adjusted unlevered cash flow
calculated in accordance with the incentive cash awards was $225,588,984, which was between our medium and
high goals, and accordingly we paid employees 112.4% of their fiscal year 2018 targets for the cash incentive
awards granted in fiscal year 2015 and 109.9% of their fiscal year 2018 targets for the cash incentive awards
granted in fiscal year 2016.

In addition, for fiscal years 2016 and before, we granted restricted share units, or RSUs, to our employees to help

align employees' interests with the long-term interests of both the company and our shareholders. The RSUs also
serve as a retention tool, as the RSUs vest over four years only if the employee continues to be employed by us on
each vesting date. Ms. Blake and Messrs. LeBlanc and Quinn hold RSUs that were granted to them before fiscal
year 2017 and that continued to vest during fiscal year 2018.

Benefit Programs

The Compensation Committee believes that all employees based in the same geographic location should have
access to similar levels of health and welfare benefits, and therefore our executive officers are eligible for the same
health and welfare benefits, including medical, dental, vision, and disability plans, group life and accidental death
and disability insurance and other benefit plans, as those offered to other employees in their location. We do,
however, from time to time enter into arrangements with some of our named executive officers to reimburse them
for living and relocation expenses relating to their work outside of their home countries.

U.S. based employees may participate in a 401(k) plan that provides a company match of up to 50% on the first

6% of the participant’s eligible compensation that is contributed, subject to certain limits under the United States

Internal Revenue Code of 1986, or US Tax Code, with company matching contributions vesting over a four-year
period. We also provide customary pension plans to our European employees.

Perquisites

In general, executives are not entitled to benefits that are not otherwise available to all other employees who
work in the same geographic location. We do, however, from time to time enter into arrangements with some of our
named executive officers to reimburse them for living and relocation expenses and tax preparation fees and
associated tax gross-ups relating to their work outside of their home countries. You can find more information about
these arrangements in the Summary Compensation Table of this proxy statement.

Executive Retention and Other Agreements

We have entered into executive retention agreements with all of our executive officers other than Mr. Arends,

whose employment agreement with Cimpress (described below) does not include any severance or change in
control provisions. Under the executive retention agreements, if we terminate an executive officer’s employment
other than for cause, death, or disability (each as defined in the agreements) or the executive terminates his or her
employment for good reason (as defined in the agreements) before a change in control of Cimpress or within one
year after a change in control (as defined in the agreements), then the executive is entitled to receive:

• A lump sum severance payment equal to two years’ salary and annual bonus, in the case of Mr. Keane, or one
year’s salary and annual bonus, in the case of the other executive officers, excluding Mr. Arends. Because we
no longer grant annual bonuses to our executives and employees, this amount would include only salary.

• With respect to any outstanding annual cash incentive award under any cash incentive plan, a pro rata portion,
based on the number of days from the beginning of the then current fiscal year until the date of termination, of
his or her target incentive for the fiscal year multiplied by the average actual payout percentage for the
previous two fiscal years. If there is no change in control of Cimpress during the fiscal year, this pro rata portion
is capped at the actual amount of annual cash incentive that the executive would have received had he or she
remained employed by Cimpress through the end of the fiscal year. Because we no longer grant annual cash
incentive awards to our executives and employees, this amount would be zero.

• With respect to any outstanding multi-year cash incentive award under any cash incentive plan, a pro rata

portion, based on the number of days from the beginning of the then current performance period until the date
of termination, of his or her mid-range target incentive for the then current performance period multiplied by the
average actual payout percentage for the previous two fiscal years. If there is no change in control of Cimpress
during the applicable performance period, this pro rata portion is capped at the actual amount of cash incentive
for the performance period that the executive would have received had he or she remained employed by
Cimpress through the end of the performance period.

• The continuation of all other employment-related health and welfare benefits for up to two years after the

termination in the case of Mr. Keane, or up to one year after the termination in the case of our other executive
officers.

Both the executive retention agreements and our 2016 Plan have change in control provisions. The executive
retention agreements provide that, upon a change in control of Cimpress, all equity awards (other than PSUs and
supplemental PSUs granted under the 2016 Plan) granted to each executive officer will accelerate and become fully
vested; each executive’s multi-year cash incentive awards under our cash incentive plan will accelerate such that
the executive will receive the mid-range target bonus for the then current performance period and each
performance period after the change in control; and each executive will receive a pro rata portion, based on the
number of days in the fiscal year before the change in control, of his or her target annual cash incentive award for
that fiscal year. In addition, if after a change in control Cimpress' successor terminates the executive without cause,
or the executive terminates his or her employment for good reason, then each of the executive’s share options
remains exercisable until the earlier of one year after termination or the original expiration date of the award.

The 2016 Plan provides that, upon a change in control, all PSUs, including supplemental PSUs, that have

satisfied the applicable service-based vesting conditions will be settled for Cimpress ordinary shares in accordance
with the plan if the actual price paid per share to holders of Cimpress' securities in connection with the change in
control equals or exceeds the 11% CAGR performance goal set forth in the plan.

Our Compensation Committee decided that we would no longer include any excise tax gross-up provisions in
any executive retention agreements we enter into with new executives after August 1, 2012, and accordingly, the
only current executive officers who have excise tax gross-up provisions in their agreements are Mr. Keane and Ms.
Blake. If either of these two executives is required to pay any excise tax pursuant to Section 4999 of the US Tax
Code as a result of compensation payments made to him or her, or benefits obtained by him or her (including the
acceleration of equity awards), in connection with change in ownership or control of Cimpress, we are required to
pay the executive an amount, referred to as a gross-up payment, equal to the amount of such excise tax plus any
additional taxes attributable to such gross-up payment. However, if reducing the executive’s compensation
payments by up to $50,000 would eliminate the requirement to pay an excise tax under Section 4999 of the US Tax
Code, then Cimpress has the right to reduce the payment by up to $50,000 to avoid triggering the excise tax and
thus avoid providing gross-up payments to the executive.

The following table sets forth information on the potential payments to our named executive officers upon their

termination or a change in control of Cimpress, assuming that a termination or change in control took place on
June 30, 2018.

Name

Robert S. Keane

Cash Payment
($)(1)

Accelerated
Vesting of
Share Options
($)(2)

Accelerated
Vesting of
RSUs and
PSUs
($)(3)

Welfare
Benefits
($)(4)

Tax
Gross-Up
Payment
($)(5)

Total
($)

• Termination Without Cause or With Good

Reason

3,360,000

—

— 65,316

—

3,425,316

• Change in Control

—

7,267,099

9,657,090

—

— 16,924,189

3,360,000

7,267,099

9,657,090

65,316

— 20,349,505

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• Change in Control w/ Termination Without

Cause or With Good Reason

Cornelis David Arends(6)

• Termination Without Cause or With Good

Reason

• Change in Control

• Change in Control w/ Termination Without

Cause or With Good Reason

Katryn S. Blake

—

561,575

—

— 26,263

• Termination Without Cause or With Good

Reason

850,000

• Change in Control

—

882,843

4,655,390

—

• Change in Control w/ Termination Without

Cause or With Good Reason

850,000

882,843

4,655,390

26,263

Donald LeBlanc

• Termination Without Cause or With Good

Reason

• Change in Control

• Change in Control w/ Termination Without

Cause or With Good Reason

705,000

97,500

—

— 26,086

64,573

3,157,229

—

802,500

64,573

3,157,229

26,086

Sean E. Quinn
• Termination Without Cause or With Good

Reason

• Change in Control
• Change in Control w/ Termination Without

Cause or With Good Reason

770,000

31,250

801,250

_____________

—

— 19,520

— 4,188,184

—

— 4,188,184

19,520

—

561,575

876,263

5,538,233

6,414,496

731,086

3,319,302

4,050,388

789,520

4,219,434

5,008,954

(1) Amounts in this column for Termination Without Cause or With Good Reason represent severance amounts payable

under the executive retention agreements. For Messrs. LeBlanc and Quinn, the amounts in this column for Change in
Control and Change in Control with Termination include the acceleration of their long-term cash incentive awards.

(2) Amounts in this column represent the value of unvested, in-the-money share options that would vest upon the triggering
event described in the first column. The value of share options is based on the difference between the exercise price of
the options and $144.96 per share, which was the closing price of our ordinary shares on Nasdaq on June 29, 2018, the
last trading day of our 2018 fiscal year.

(3) Amounts in this column represent the value, based on $144.96 per share, which was the closing price of our ordinary

shares on Nasdaq on June 29, 2018, the last trading day of our 2018 fiscal year, of (1) unvested RSUs that would vest
and (2) shares that would be issued pursuant to vested PSUs upon the triggering event described in the first column. For
PSUs, we assumed the price paid per share to holders of Cimpress' shares in connection with the change in control would
represent an 11% CAGR over the baseline 3YMA of the PSUs, which is the target performance goal in the 2016 Plan.

(4) Amounts reported in this column represent the estimated cost of providing employment related benefits (such as

insurance for medical, dental, and vision) during the period the named executive officer is eligible to receive those benefits
under the executive retention agreements, which is two years for Mr. Keane and one year for Ms. Blake and Messrs.
LeBlanc and Quinn. Some of the amounts would be payable to Mr. Keane in Euros. For purposes of this table, we
converted these payments from Euros to U.S. dollars at a currency exchange rate of 1.16776 based on the average
currency exchange rate for the month of June 2018, which was the last month of our most recent fiscal year.

(5) Amounts in this column are estimates based on a number of assumptions and do not necessarily reflect the actual

amounts of tax gross-up payments that Mr. Keane or Ms. Blake would receive.

(6) Mr. Arends' employment agreement with Cimpress (described below) does not provide for any cash payment upon

termination or change in control.

Mr. Arends has an employment agreement with Cimpress N.V. dated November 1, 2015, as amended, under
which Cimpress agreed to pay Mr. Arends a base salary of €125,000 per month and Mr. Arends is eligible to receive
a monthly car and fuel allowance and to participate in the pension scheme made available to members of the
management team in his location.

Mr. Arends also has a long-term international assignment agreement with Cimpress N.V. dated December 9,
2015, as amended, relating to his relocation and assignment to our office in Paris, France. Under this agreement,
Mr. Arends' base salary is increased to €1,750,000 per year for the term of the assignment, and he receives a
mobility premium of €500,000 per year. Cimpress also pays for Mr. Arends' housing costs up to €15,000 per month.

The Role of Company Executives in the Compensation Process

Although the Compensation Committee manages and makes decisions about the compensation process, the
Committee also takes into account the views of our Chief Executive Officer, who makes initial recommendations
with respect to the compensation of executive officers other than himself. Other employees of Cimpress also
participate in the preparation of materials presented to or requested by the Compensation Committee for use and
consideration at Compensation Committee meetings.

Share Ownership Guidelines

We have share ownership guidelines for all of our executive officers and members of our Supervisory Board. The

guidelines require our executive officers and Supervisory Board members to hold Cimpress equity, including
ordinary shares they hold directly or indirectly, unvested restricted share units, vested and unvested PSUs, and
vested, unexercised, in-the-money share options, with a value, based on the two-year trailing average of the closing
prices of Cimpress' ordinary shares on Nasdaq, equal to or greater than a multiple of the executive officer’s annual
base salary or the Supervisory Board member's annual retainer, as follows:

• Chief Executive Officer: 5 times annual base salary
• Other executive officers: 3 times annual base salary
• Supervisory Board: 3 times Supervisory Board annual cash retainer

We give each executive officer and Supervisory Board member four years from his or her initial appointment as a

Cimpress officer or director to comply with the share ownership guidelines. As of June 30, 2018, all executive
officers and Supervisory Board members had satisfied their ownership guideline requirement, other than Mr. Arends
who has two years to increase his share ownership to the level described above.

Tax Deductibility of Certain Awards

Changes to the United States tax laws in 2017 eliminated the tax deduction pursuant to Section 162(m) of the

U.S. Internal Revenue Code for performance-based compensation paid to named executive officers under
arrangements entered into or materially modified on or after November 2, 2017. Although our Compensation
Committee previously considered the impact of Section 162(m) when administering Cimpress' compensation plans,
it did not make decisions regarding executive compensation based solely on the expected tax treatment of such
compensation. We designed the PSU awards granted to our named executive officers before that date to qualify as
tax-deductible compensation under Section 162(m), but there is no guarantee that the United States Internal
Revenue Service will ultimately view these awards as qualifying, and it is possible that we may not benefit from the
deduction for these awards. We do not expect the elimination of the deduction to have a material effect on
Cimpress or our compensation programs.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and

Analysis contained in this proxy statement. Based on the Compensation Committee’s review and discussions with
management, the Compensation Committee recommended to the Supervisory Board that the Compensation
Discussion and Analysis be included in this proxy statement.

Compensation Committee of the
Supervisory Board
Scott Vassalluzzo, Chair
Richard T. Riley
Mark T. Thomas

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Summary Compensation Table

SUMMARY COMPENSATION TABLES

The following table summarizes the compensation earned in each of the last three fiscal years by:

(i) our principal executive officer,

(ii) our principal financial officer, and

(iii) our other three executive officers as of June 30, 2018.

Throughout this proxy statement, we refer to the individuals listed in (i) through (iii) above as our named executive

officers.

Name and Principal Position
Robert S. Keane
Founder, President, and
Chief Executive Officer

Cornelis David Arends(6)(7)
Executive Vice President
and President, Upload and
Print

Katryn S. Blake
Executive Vice President
and Chief Executive Officer,
Vistaprint

Donald LeBlanc(6)
Executive Vice President
and President, Vistaprint
Corporate Solutions

Sean E. Quinn
Executive Vice President
and Chief Financial Officer

Year
2018
2017
2016

2018
2017

2018
2017
2016

2018
2017

2018
2017
2016

_____________

Salary
($)(1)

1,677,243
1,619,804
579,735

1,894,035
1,964,743

853,019
803,019
379,596

707,596
677,596

Bonus
($)(2)

Share
Awards
($)(3)

— 6,784,477
— 9,248,693
—
—

— 1,229,128
—
—

Non-Equity
Incentive Plan
Compensation
($)(4)

—
—
1,156,012

All Other
Compensation
($)
1,961(5)
3,260
10,766

Total
($)

8,463,681
10,871,757
1,746,513

—
—

737,100(8)
706,765(8)

3,860,263
2,671,508

200,000

3,214,220
— 3,647,557
—
—

— 1,403,574(9)
412,525(9)
—
973,985(9)
436,020

5,670,813
4,863,101
1,789,601

— 2,946,442
— 2,006,214

212,528
142,500

8,341(10)
7,975

3,874,907
2,834,285

772,919
702,692
305,885

225,000
112,500
—

3,615,997
2,462,142
924,917

55,419
29,875
284,900

6,363(10)
11,619
6,924

4,675,698
3,318,828
1,522,626

(1)

(2)

(3)

(4)

(5)

In fiscal year 2017 and for all fiscal years thereafter, we incorporated into the base salary of each of our executive
officers other than Mr. Arends the amount of his or her fiscal year 2016 annual cash incentive at the target level.

The amounts reported in this column represent the payment of cash retention bonuses for executive officers who
allocated a portion of the LTI awards they received during 2018 or a previous fiscal year to cash retention bonuses.

The amounts reported in this column represent a dollar amount equal to the grant date fair value of the share awards as
computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these
amounts in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year
ended June 30, 2018.

The amounts reported in this column represent the aggregate amounts earned for each such fiscal year under each
named executive officer’s annual cash incentive award for that fiscal year and the component of each officer’s long-term
cash incentive award that is attributable to that fiscal year.

$1,640 of this amount represents payments of tax preparation fees and associated gross-up payments, and $321 of this
amount represents the reimbursement of business travel expenses for Mr. Keane's attendance at meetings of
Cimpress' Management Board and associated tax gross-up payments. Although the reimbursement of business travel
expenses would not be taxable to Mr. Keane in the United States and although Mr. Keane is not a resident of the
Netherlands, under his ruling with the Dutch tax authorities, this reimbursement is considered taxable income to Mr.
Keane. Because Mr. Keane should not be financially penalized as a result of taxation by the country in which Cimpress
is incorporated, we gross up the reimbursement payments to offset the increased tax liability to him.

(6)

Messrs. Arends and LeBlanc were appointed executive officers in September 2016.

(7)

(8)

(9)

These amounts relating to Mr. Arends' compensation were paid in Euros. For purposes of this table, we converted these
payments from Euros to U.S. dollars at a currency exchange rate of 1.16776 based on the average currency exchange
rate for the month of June 2018, which was the last month of our most recent fiscal year.

For fiscal year 2018, $584,445 of this amount represents a mobility premium, $108,005 of this amount represents rent
contribution for Mr. Arends' housing, and $15,380 of this amount represents health insurance contributions, all of which
amounts were paid under Mr. Arends' long term international assignment agreement. $29,269 of this amount for fiscal
year 2018 represents pension contributions.

For fiscal year 2018, $1,390,522 of this amount represents tax payments, tax preparation fees, and associated tax
gross-up amounts relating to Ms. Blake's expatriate payments for her assignment in Paris that ended in 2016, $4,721 of
this amount represents French taxes paid and associated tax-gross up amounts relating to the vesting of RSUs and
exercise of share options attributable to Ms. Blake's assignment in Paris, and $8,331 of this amount represents our
matching contributions under Cimpress USA’s 401(k) deferred savings plan. For fiscal year 2017, $357,089 of this
amount represents tax payments for 2015 and 2016, tax preparation fees, and associated tax gross-up amounts
relating to Ms. Blake's expatriate payments for her assignment in Paris, $47,653 of this amount represents French taxes
paid and associated tax-gross up amounts relating to the vesting of RSUs and exercise of share options attributable to
Ms. Blake's assignment in Paris, and $7,783 of this amount represents our matching contributions under Cimpress
USA’s 401(k) deferred savings plan. For fiscal year 2016, $621,325 of this amount represents tax payments for 2014
and 2015 and associated tax gross-up amounts relating to Ms. Blake's expatriate payments for her assignment in Paris,
$344,554 of this amount represents French taxes paid and associated tax-gross up amounts relating to the vesting of
RSUs and exercise of share options attributable to Ms. Blake's assignment in Paris, and $8,106 of this amount
represents our matching contributions under Cimpress USA’s 401(k) deferred savings plan.

(10)

This amount represents our matching contributions under Cimpress USA’s 401(k) deferred savings retirement plan.

Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2018

The following table contains information about plan-based awards granted to each of our named executive officers

during the fiscal year ended June 30, 2018.

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Name
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Grant Date
8/15/2017(6)

Cornelis David Arends

5/15/2018(7)

Katryn S. Blake

Donald LeBlanc

Sean E. Quinn

_____________

8/15/2017(6)

8/15/2017(7)

7/1/2017

8/15/2017(6)

8/15/2017(7)

8/15/2017(6)

8/15/2017(7)

7/1/2017

Estimated
Future Payouts
Under Non-
Equity
Incentive Plan
Awards
( )( )
($)(1)

—

800,000

—

450,000

q y

Estimated Future Payouts
Under Equity Incentive Plan Awards(2)
( )
Maximum
Target
(#)(4)
( )( )
( )( )
(#)(3)
157,940

Threshold
(#)( )

78,970

—

Grant Date Fair
Value of Share
Awards

($)(5)
( )( )
6,784,477

—

7,746

15,492

1,229,128

18,050

16,546

20,306

36,100

1,607,110

33,092

40,612

1,473,221

1,807,999

(1)

(2)

The amounts reported in this column represent target performance cash awards payable promptly after the close of our
fiscal year ending June 30, 2020 if Cimpress achieves a cumulative consolidated unlevered free cash flow goal over the
period from July 1, 2017 to June 30, 2020 ("UFCF Goal"), so long as the named executive officer's employment by
Cimpress or its subsidiaries continues through June 30, 2020.

These columns represent PSUs granted under our 2016 Plan. Each PSU represents a right to receive between 0 and
2.5 Cimpress ordinary shares upon the satisfaction of (A) service-based vesting, (B) performance conditions relating to
the CAGR of the 3YMA of Cimpress' ordinary shares, and (C) for the supplemental PSU awards described in footnote 7
only, Cimpress' achievement of the UFCF Goal.

(3)

(4)

(5)

(6)

(7)

These amounts represent the number of Cimpress ordinary shares issuable to each named executive officer six to ten
years after August 15, 2017 if the following conditions are achieved: (1) The named executive officer fully satisfies the
service-based vesting condition described in footnote 6 or 7, as applicable, (2) the 3YMA CAGR is 11% to 11.99% on
any of the sixth through tenth anniversaries of August 15, 2017, and (3) for the supplemental PSU awards described in
footnote 7 only, Cimpress achieves the UFCF Goal.

These amounts represent the number of Cimpress ordinary shares issuable to each named executive officer six to ten
years after August 15, 2017 if the following conditions are achieved: (1) The named executive officer fully satisfies the
service-based vesting condition described in footnote 6 or 7, as applicable, (2) the 3YMA CAGR is 20% to 25.8925% on
any of the sixth through tenth anniversaries of August 15, 2017, and (3) for the supplemental PSU awards described in
footnote 7 only, Cimpress achieves the UFCF Goal.

The amounts reported in this column represent the grant date fair value for the PSU awards computed in accordance
with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 11 to
our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

The service-based vesting condition of the PSUs reported in this row is that 25% of the original number of PSUs vest on
June 30 of each of 2018 through 2021 so long as the executive officer continues to be an eligible participant under
Cimpress' 2016 Plan on such vesting date.

The amounts in this row represent supplemental PSUs with a second performance condition in addition to the CAGR of
the 3YMA of Cimpress' ordinary shares, which is that if Cimpress' cumulative consolidated unlevered free cash flow
over the period from July 1, 2017 through June 30, 2020 does not equal or exceed the UFCF Goal, then the
supplemental PSU award expires in its entirety promptly after June 30, 2020. The service-based vesting condition of the
supplemental PSUs granted to Ms. Blake and Messrs. LeBlanc and Quinn is that 1/3 of the original number of PSUs
vest on June 30 of each of 2018 through 2020 so long as the executive officer continues to be an eligible participant
under Cimpress' 2016 Plan on such vesting date. The service-based vesting condition of the supplemental PSUs
granted to Mr. Arends is that 50% of the original number of PSUs vested on June 30, 2018 and 25% vest on June 30 of
each of 2019 through 2020 so long as Mr. Arends continues to be an eligible participant under Cimpress' 2016 Plan on
such vesting date.

Outstanding Equity Awards at June 30, 2018

The following table contains information about unexercised share options, unvested RSUs, and unearned PSUs as of

June 30, 2018 for each of our named executive officers.

Option Awards

Share Awards

Number of Securities
Underlying Unexercised
Options

(#) Exercisable

(#) Unexercisable

Option
Exercise
Price

($)(1)

Number
of
Share
Units
That
Have
Not
Vested

Market
Value of
Share Units
That Have
Not Vested

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares

Equity
Incentive Plan
Awards:
Market Value
of Unearned
Shares

Option
Expiration

Date

(#)(2)

($)(3)

(#)(4)

($)(5)

146,028

96,800

105,240

—

34.25

47.91

54.02

5/7/2019

5/6/2020

5/5/2021

1,147,934

76,528(7)

50.00(7)

5/4/2020(7)

Name

Robert S.
Keane(6)

CCornelis David
AArends

Katryn S. Blake

—

N/AN/A

N/A
N/A

N/A

7,746(10)

1,122,860

9,297(7)

50.00(7)

5/4/2020(7)

N/A

93,750(8)

13,590,000

78,970(9)

11,447,491

Donald LeBlanc

3,055

680(7)

50.00(7)

8/15/2020(7)

3,583

519,392

36,001(8)

18,050(9)

18,050(10)

2,225

322,536

19,801(8)

16,546(9)

16,546(10)

Sean E. Quinn

—

N/A

4,894

709,434

24,301(8)

20,306(9)

20,306(10)

5,218,705

2,616,528

2,870,353

2,398,508

3,522,673

2,943,558

_____________

(1)

(2)

(3)

(4)

(5)

Except as set forth in footnote 7 below, each share option has an exercise price equal to the fair market value of our
ordinary shares on the date of grant and is fully exercisable as of June 30, 2018. Except as set forth in footnote 7, each
share option expires 10 years after the date on which it was granted.

This column represents RSUs. So long as the named executive officer continues to be employed with us, each RSU
award vests, and the vested shares are issued to the named executive officer, over a period of four years: 25% of the
shares subject to the award after one year and 6.25% per quarter thereafter.

The market value of the unvested RSUs is determined by multiplying the number of RSUs by $144.96 per share, which
was the closing price of our ordinary shares on Nasdaq on June 29, 2018, the last trading day of our 2018 fiscal year.

This column represents the number of Cimpress ordinary shares that would be issuable under outstanding PSUs if the
following conditions are achieved: (A) The service-based vesting condition described in footnote 8 or 9, as applicable, is
fully satisfied, (B) the 3YMA CAGR is 11% to 11.99% on a measurement date six to ten years after grant, and (C) for the
supplemental PSU awards described in footnote 10 only, Cimpress achieves the UFCF Goal.

The market value of the unearned PSUs is determined by multiplying the number of shares that would be issuable if the
conditions described in footnote 4 were achieved by $144.96 per share, which was the closing price of our ordinary
shares on Nasdaq on June 29, 2018, the last trading day of our 2018 fiscal year.

(6)

Mr. Keane’s share option awards are held by the Trusts.

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(7)

(8)

(9)

(10)

These awards are premium-priced share options with an exercise price that is significantly higher than the closing price
of Cimpress' ordinary shares on Nasdaq on the grant dates. The Compensation Committee chose this exercise price in
part because it is higher than the highest of the three-, six-, and twelve-month trailing averages of Cimpress' share price
on Nasdaq as of the July 28, 2011 public announcement of our growth strategy. The premium-priced share options vest
over seven years and have an eight-year term. Mr. Keane may not exercise his premium-priced options unless our
share price on Nasdaq is at least $75.00 on the exercise date.

The service-based vesting condition for these PSUs is that 25% of the original number of PSUs vest on June 30 of each
of 2017 through 2020 so long as the executive officer continues to be an eligible participant under Cimpress' 2016 Plan
on such vesting date. However, the PSUs are not earned, and no shares are issuable pursuant to the PSUs, until
August 15, 2023 at the earliest (unless there is an earlier change in control) and only if the performance conditions
relating to the CAGR of the 3YMA of Cimpress' ordinary shares are satisfied.

The service-based vesting condition for these PSUs is that 25% of the original number of PSUs vest on June 30 of each
of 2018 through 2021 so long as the executive officer continues to be an eligible participant under Cimpress' 2016 Plan
on such vesting date. However, the PSUs are not earned, and no shares are issuable pursuant to the PSUs, until
August 15, 2024 at the earliest (unless there is an earlier change in control) and only if the performance conditions
relating to the CAGR of the 3YMA of Cimpress' ordinary shares are satisfied.

The service-based vesting condition of these supplemental PSUs granted to Ms. Blake and Messrs. LeBlanc and Quinn
is that 1/3 of the original number of PSUs vest on June 30 of each of 2018 through 2020 so long as the executive officer
continues to be an eligible participant under Cimpress' 2016 Plan on such vesting date. The service-based vesting
condition of these supplemental PSUs granted to Mr. Arends is that 50% of the original number of PSUs vested on June
30, 2018 and 25% vest on June 30 of each of 2019 through 2020 so long as Mr. Arends continues to be an eligible
participant under Cimpress' 2016 Plan on such vesting date. However, the supplemental PSUs are not earned, and no
shares are issuable pursuant to the supplemental PSUs, until August 15, 2024 at the earliest (unless there is an earlier
change in control) and only if (1) Cimpress' cumulative consolidated unlevered free cash flow over the period from July
1, 2017 through June 30, 2020 equals or exceeds the UFCF Goal and (2) the performance conditions relating to the
CAGR of the 3YMA of Cimpress' ordinary shares are satisfied.

Option Exercises and Shares Vested in the Fiscal Year Ended June 30, 2018

The following table contains information about option exercises and vesting of RSUs on an aggregated basis during

fiscal year 2018 for each of our named executive officers.

Name

Robert S. Keane

Cornelis David Arends

Katryn S. Blake

Donald LeBlanc

Sean E. Quinn

_____________

Option Awards

Share Awards

Number of Shares
Acquired on
Exercise
(#)

Value Realized
on Exercise
(1)($)

Number of Shares
Acquired on
Vesting
(#)

Value Realized
on Vesting
(2)($)

333,318

35,865,017

—

95,297

3,500

—

7,351,354

299,294

—

9,466

3,806

4,443

—

1,197,045

464,978

560,226

(1)

Represents the net amount realized from all option exercises during fiscal year 2018. In cases involving an exercise
and immediate sale, the value was calculated on the basis of the actual sale price. In cases involving an exercise
without immediate sale, the value was calculated on the basis of our closing sale price of our ordinary shares on
Nasdaq on the date of exercise.

(2)

The value realized on vesting of RSUs is determined by multiplying the number of shares that vested by the closing
sale price of our ordinary shares on Nasdaq on the vesting date.

CEO Pay Ratio

Mr. Keane's fiscal year 2018 annual total compensation was $8,463,681, as reported in the Summary Compensation

Table above, and the fiscal year 2018 annual total compensation of our median compensated employee other than
Mr. Keane was $41,029. The ratio of the median employee's total compensation to Mr. Keane's total compensation is 1-
to-206. If we were to compare just the cash compensation earned for fiscal year 2018 by the median compensated
employee and Mr. Keane, excluding equity awards, the ratio would be 1-to-41. For purposes of identifying the median
compensated employee, we took into account base salary (for salaried employees) and wages paid (for hourly

employees) during the fiscal year for all our employees as of May 1, 2018. We annualized this compensation for
employees who did not work the entire fiscal year, except for employees designated as seasonal or temporary.

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PROPOSAL 8 - ADOPT OUR ANNUAL ACCOUNTS

At the annual meeting, we are asking you to confirm and adopt our Dutch statutory annual accounts, or Annual

Accounts, for the fiscal year ended June 30, 2018, which are our audited consolidated financial statements
prepared in accordance with Dutch law. As a Dutch company, we are required by Dutch law and our articles of
association to prepare the Annual Accounts and submit them to our shareholders for confirmation and adoption. Our
Annual Accounts are different from our audited financial statements contained in our Annual Report on Form 10-K
for the year ended June 30, 2018 that were prepared in accordance with United States generally accepted
accounting principles, or U.S. GAAP, as required by United States law and Nasdaq listing standards for companies
with securities listed on U.S. stock markets. In past years, we have prepared our Annual Accounts in accordance
with Dutch generally accepted accounting principles, or Dutch GAAP, but for the fiscal year ended June 30, 2018,
we have converted our Annual Accounts to be presented in accordance with International Financial Reporting
Standards, or IFRS. We believe that IFRS more closely aligns our Annual Accounts with the U.S. GAAP financial
statements that we file with the SEC than Dutch GAAP did, and accordingly we intend to use IFRS for our Annual
Accounts in future years as well.

The Annual Accounts contain some disclosures that are not required under U.S. GAAP. In addition, the report of

our Management Board that accompanies the Annual Accounts contains information included in this proxy
statement and our Annual Report on Form 10-K, as well as other information required by Dutch law.

It is important that our shareholders adopt our Annual Accounts because it is a Dutch law requirement and also
because we are not permitted under Dutch law to take certain corporate actions, such as repurchasing our ordinary
shares, unless our Annual Accounts are adopted.

In accordance with the principles of the Dutch corporate governance code, upon the request of any shareholder
attending the meeting, the Cimpress representatives at the annual meeting will discuss the contents of the chapter
in the Annual Accounts on the corporate governance structure and the statement on compliance with the best
practice provisions. You can access a copy of the Annual Accounts through our website at http://
proxy.ir.cimpress.com, by emailing us at ir@cimpress.com, or by sending a written request to Investor Relations, c/
o Cimpress USA Incorporated, 275 Wyman Street, Waltham, MA 02451 USA.

Our Management Board and Supervisory Board recommend that you vote FOR the confirmation and

adoption of the Annual Accounts.

PROPOSALS 9 AND 10 - DISCHARGE OUR MANAGEMENT BOARD AND
SUPERVISORY BOARD FROM CERTAIN LIABILITY

At the annual meeting, as permitted under Dutch law and customary for Dutch companies, we are asking you to
discharge the members of our Management Board and Supervisory Board from liability with respect to the exercise
of their management and supervisory duties during our fiscal year ended June 30, 2018. If our shareholders
approve this discharge of liability, then our Management Board and Supervisory Board members will not be liable to
Cimpress for actions that they took on behalf of the company in the exercise of their duties during fiscal year 2018.
However, the discharge does not apply to matters that are not disclosed to our shareholders, and it does not affect
the liability, if any, of our Management Board and Supervisory Board to our shareholders. The discharge is also
subject to the provisions of Dutch laws relating to liability upon bankruptcy.

Our Management Board and Supervisory Board recommend that you vote FOR the discharge of the

members of our Management Board and Supervisory Board from liability as described above.

PROPOSAL 11 - AUTHORIZE US TO REPURCHASE SHARES

Under Dutch law and our articles of association, our shareholders may authorize the board, subject to certain

Dutch statutory provisions, to repurchase outstanding shares on our behalf in an amount, at prices, and in the
manner authorized by the shareholders. This authorization will give us the flexibility to repurchase our ordinary
shares without the expense or delay associated with calling further general meetings of shareholders. Under Dutch
law and our articles of association, a shareholder authorization to repurchase shares may not continue for more
than 18 months, but may be given on a rolling basis. On November 14, 2017, we received authorization from our

shareholders to repurchase up to 6,300,000 of our issued and outstanding ordinary shares, and from that date until
June 30, 2018, we repurchased 442,557 shares under this authority. We are now seeking a renewal of our
authorization to repurchase our ordinary shares.

In order to provide us with maximum flexibility, we propose that our shareholders grant the Board of Directors

authority to repurchase up to 6,200,000 of our issued and outstanding ordinary shares (which represents
approximately 20% of the 30.9 million shares outstanding as of June 30, 2018) on the open market (including block
trades that satisfy the safe harbor provisions of Rule 10b-18 pursuant to the Exchange Act), through privately
negotiated transactions, or in one or more self-tender offers at prices per share between an amount equal to €0.01
and an amount equal to 120% of the market price of our ordinary shares on Nasdaq or any other securities
exchange where our shares are then traded (the market price being deemed to be the average of the closing price
on each of the consecutive days of trading during a period no shorter than one trading day and no longer than 10
trading days immediately preceding the date of repurchase, as reasonably determined by the Board). This authority
would begin on the date of the annual meeting and extend for 18 months until May 13, 2020.

We believe that we would benefit from a renewal of the grant of authority to repurchase our ordinary shares. If we
believe that our shares may be undervalued at the market levels at which they are then trading, repurchases of our
share capital may represent an attractive investment for us and our shareholders. Our Board of Directors would
determine, within the parameters described in this proposal, the number of shares to be repurchased, if any, and
the timing and manner of any repurchases in light of prevailing market conditions, our available resources,
obligations under our equity compensation plans, and other factors that we cannot now predict. The repurchased
shares will be used for the issuance of shares under our equity compensation plans and, if so desired, for corporate
acquisitions or similar transactions and any other valid corporate purposes. The reduction in our outstanding shares
resulting from any repurchases would increase the proportionate interest of the remaining shareholders in whatever
future profits we may earn. Under Dutch law, the number of our ordinary shares that we or our subsidiaries hold
may never exceed 50% of the total number of our issued shares.

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An authorization to repurchase up to 6,200,000 of our issued and outstanding ordinary shares would not

necessarily mean that we will repurchase this amount over the authorization period. We may choose to repurchase
fewer than all of the shares authorized or none at all, and we are seeking this authorization to have the flexibility to
make repurchases if we believe doing so would be in the best interests of Cimpress and our shareholders. Our
Board of Directors will analyze many factors relating to a repurchase decision, including share price relative to our
anticipated future cash flows, our obligations under our equity compensation plans, our ability to use operating cash
flow or debt to repurchase the shares while taking into account our debt covenants and other uses for our cash or
debt capacity, general shareholder concentration, and liquidity concerns, as well as other items.

If our shareholders do not approve this proposal, then we intend to continue to make share repurchases, if any,

under the previous authorization that our shareholders approved at our November 14, 2017 annual general
meeting, which will expire on May 14, 2019 and pursuant to which our Management Board acting with the approval
of the Supervisory Board has been authorized to repurchase shares. After the amendment to our articles of
association, the November 14, 2017 repurchase authorization will be deemed to be granted to the Board of
Directors acting singly.

If our shareholders do approve this proposal, then the repurchase authorization described in this proposal will
replace the November 14, 2017 repurchase authorization effective immediately following the execution of the Deed
of Amendment, and we will make any future share repurchases pursuant to this new authorization. If our
shareholders do not approve Proposal 1 but do approve this proposal, then the authorization described in this
proposal will be granted to our Management Board acting with the approval of the Supervisory Board.

Our Management Board and Supervisory Board recommend that you vote FOR the authorization of the

Board of Directors to repurchase our issued and outstanding ordinary shares as described above.

PROPOSAL 12 - AUTHORIZE US TO ISSUE ORDINARY SHARES

Dutch law and our articles of association require us to seek the approval of our shareholders each time we wish

to issue new shares from our authorized share capital, unless our shareholders have previously authorized the
board to issue shares. This authorization may not continue for more than five years, but may be given on a rolling
basis. On November 14, 2017, our shareholders authorized our Management Board, with the approval of our

Supervisory Board to issue ordinary shares, or grant rights to subscribe for ordinary shares, up to a maximum of
10% of our outstanding share capital at the time of issue or grant for general corporate purposes (including but not
limited to equity compensation, acquisitions, and financings) and an additional 10% of our outstanding share capital
at the time of issue or grant in connection with our acquisition of all or a majority of the equity or assets of another
entity. We refer to this existing authorization as the "2017 general authorization."

In addition to and separate from the 2017 general authorization, on May 27, 2016 our shareholders authorized
our Management Board, with the approval of our Supervisory Board, until May 27, 2021 to issue ordinary shares, or
grant rights to subscribe for ordinary shares, pursuant to our 2016 Performance Equity Plan, up to a maximum of
the number of ordinary shares issuable under that plan. We refer to this existing authorization as the "Performance
Equity Plan authorization." After the amendment to our articles of association, the 2017 authorization and
Performance Equity Plan authorization will be deemed to be granted to the Board of Directors acting singly.

It is common practice for Dutch companies to seek to renew the general authorization to issue shares periodically
on a rolling basis, and at this annual meeting, we are asking our shareholders, separate from and in addition to the
Performance Equity Plan authorization described above, to authorize our Board of Directors effective immediately
following the execution of the Deed of Amendment until May 13, 2020 to issue ordinary shares, or grant rights to
subscribe for ordinary shares, up to a maximum of:

• 10% of our outstanding share capital at the time of issue or grant for general corporate purposes including

but not limited to equity compensation, acquisitions, and financings; and

• an additional 10% of our outstanding share capital at the time of issue or grant in connection with our

acquisition of all or a majority of the equity or assets of another entity.

Although we currently issue ordinary shares from our treasury account and have no plans to issue any new
ordinary shares from our authorized share capital, we are seeking this authorization to maintain our flexibility to
issue, or grant rights to subscribe for, 10% of our outstanding share capital at times when we believe doing so
would be in Cimpress' best interests, including for equity compensation purposes, in connection with acquisitions,
financings, and other transactions, and for other general corporate purposes. In addition, because we believe that
pursuing acquisitions at appropriate valuations can help us achieve our uppermost financial objective to maximize
IVPS, we are also seeking authorization to issue, or grant rights to subscribe for, up to an additional 10% of our
outstanding share capital in connection with the acquisition of other entities or their assets. We believe it is
important to our continued growth to retain the flexibility to issue securities in a timely manner without the delay and
uncertainty of obtaining specific shareholder approval for each issuance. We are seeking authorization to issue a
limited number of shares for a limited time (18 months) to balance our need for flexibility to issue new shares
against the potential dilution of our shareholders. Furthermore, because our ordinary shares are listed on Nasdaq,
our issuance of additional shares will remain subject to Nasdaq rules, which require, among other things,
shareholder approval for the issuance of shares in excess of 20% of our shares outstanding (with several
exceptions).

If our shareholders do not authorize the Board of Directors pursuant to this proposal, then the 2017 general

authorization would remain in place, and we could continue to issue ordinary shares pursuant to the 2017 general
authorization until it expires on May 14, 2019. If our shareholders do approve this proposal, then the authorization
to issue ordinary shares described in this proposal will replace the 2017 general authorization. In any case, the
Performance Equity Plan authorization will remain in place whether or not our shareholders approve this new
authorization at the meeting; the new authorization to issue ordinary shares described above is separate from, and
does not replace, the Performance Equity Plan authorization.

If our shareholders do not approve Proposal 1 but do approve this proposal, then the authorization described in

this proposal will be granted to our Management Board acting with the approval of the Supervisory Board.

Our Management Board and Supervisory Board recommend that you vote FOR the renewal of our
authorization to issue ordinary shares and grant rights to subscribe for ordinary shares as described
above.

PROPOSAL 13 - AUTHORIZE US TO EXCLUDE OR RESTRICT
SHAREHOLDERS' PREEMPTIVE RIGHT

Under Dutch law, holders of our ordinary shares (other than our employees who receive ordinary shares under
our equity compensation plans) would generally have a pro rata preemptive right of subscription with respect to any
new ordinary shares we issue for cash or any grant of rights to subscribe for ordinary shares. A preemptive right of
subscription is the right of our current shareholders to maintain their percentage ownership of Cimpress' shares by
buying a proportional number of any new shares that Cimpress issues. However, Dutch law and our articles of
association permit our shareholders to authorize the board to exclude or restrict these preemptive rights. This
authorization may not continue for more than five years, but may be given on a rolling basis. We received such
authorization at our last annual general meeting of shareholders on November 14, 2017, which authorization
expires on May 14, 2019, and it is common practice for Dutch companies to seek to renew this authorization
periodically on a rolling basis.

At the annual meeting, we are asking our shareholders to authorize our Board of Directors until May 13, 2020 to
exclude or restrict preemptive rights with respect to issuances of ordinary shares or grants of rights to subscribe for
ordinary shares pursuant to any authorization of our shareholders. Preemptive rights are uncommon for public
companies domiciled in the United States. We believe that if we are not granted the authority to limit preemptive
rights, our ability to raise capital through sales of our securities would be significantly affected because
shareholders’ exercise of their preemptive rights would cause delays in a transaction and may dissuade potential
buyers of our securities from entering into a transaction with us. Any limits or waivers of preemptive rights would
apply equally to all holders of our ordinary shares.

If our shareholders do not renew the Board’s authority, then our previous authorization, pursuant to which our
Management Board acting with the approval of the Supervisory Board has been authorized to repurchase shares,
would remain in place, and we could continue to exclude or restrict preemptive rights pursuant to that authorization
until it expires on May 14, 2019. After the amendment to our articles of association, this authorization will be
deemed to be granted to the Board of Directors acting singly. If our shareholders do approve this proposal, then the
authorization to exclude or restrict preemptive rights described in this proposal will replace the November 14, 2017
authorization.

If our shareholders do not approve Proposal 1 but do approve this proposal, then the authorization described in

this proposal will be granted to our Management Board acting with the approval of the Supervisory Board.

Our Management Board and Supervisory Board recommend that you vote FOR the renewal of our

authorization to exclude or restrict our shareholders' preemptive right.

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PROPOSAL 14 - APPOINT OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected PricewaterhouseCoopers LLP, or PwC, as our independent registered public

accounting firm for the fiscal year ending June 30, 2019 with respect to our consolidated financial statements
prepared in accordance with U.S. generally accepted accounting principles, and we are asking our shareholders to
appoint PwC as our statutory auditor of Cimpress N.V. We do not expect that PwC will attend the annual meeting or
be available to answer questions.

Our Management Board and Supervisory Board recommend that you vote FOR the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year
ending June 30, 2019.

Independent Registered Public Accounting Firm Fees and Other Matters

The following table presents the aggregate fees and expenses billed for services rendered by PwC for the fiscal
years ended June 30, 2018 and June 30, 2017. The amounts reported for each fiscal year represent the fees and
expenses for services rendered during the applicable fiscal year, regardless of when the fees and expenses were
billed.

Audit Fees(1)

Tax Fees(2)

All Other Fees (3)

Total Fees

_____________

Fiscal 2018
$ 3,455,072

Fiscal 2017
$ 2,262,500

546,330

144,000

668,000

4,000

$ 4,145,402

$ 2,934,500

(1) Audit fees and expenses consisted of fees and expenses billed for the audit of our consolidated financial statements,

statutory audits of Cimpress N.V. and certain of our subsidiaries, quarterly reviews of our financial statements, and the
audit of the effectiveness of internal control over financial reporting as promulgated by Section 404 of the U.S. Sarbanes-
Oxley Act.

(2) Tax fees and expenses consisted of fees and expenses for tax compliance (including tax return preparation), tax advice,
tax planning and consultation services. Tax compliance services (assistance with tax returns, tax audits and appeals)
accounted for $175,000 of the total tax fees billed in fiscal 2018 and $116,000 of the total tax fees billed in fiscal 2017.

(3) $4,000 of this amount for fiscal year 2018 and all of this amount for fiscal year 2017 represent subscription fees for PwC's
accounting research tool. The remaining $140,000 for fiscal year 2018 represents fees for global mobility immigration
services.

Audit Committee’s Pre-approval Policy and Procedures

Our Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services
for the purpose of maintaining the independence of our registered public accounting firm. We may not engage the
independent registered public accounting firm to render any audit or non-audit service unless either the service is
approved in advance by the Audit Committee or the engagement to render the service is entered into pursuant to
the Audit Committee’s pre-approval policies and procedures. From time to time, the Audit Committee pre-approves
services that are expected to be provided to Cimpress by the independent registered public accounting firm during
the following 12 months. Any such pre-approval is detailed as to the particular service or type of services to be
provided and is also subject to a maximum dollar amount. At regularly scheduled meetings of the Audit Committee,
management or the independent registered public accounting firm report to the Audit Committee regarding services
actually provided to Cimpress.

During our fiscal year ended June 30, 2018, PwC did not provide any services to Cimpress other than in

accordance with the pre-approval policies and procedures described above.

PROPOSAL 15 - APPROVE A REMUNERATION POLICY FOR OUR BOARD OF DIRECTORS

Under our current two-tier board structure, we have a remuneration policy that applies to our Management Board,

as required by Dutch law. Our current remuneration policy for our Management Board was adopted by our
shareholders on August 28, 2009 and was most recently amended by our shareholders on May 27, 2016. Under
Dutch law, the remuneration policy for the Management Board does not apply to the Supervisory Board, whose
compensation is determined by our shareholders; our shareholders most recently approved the compensation
package for our Supervisory Board on November 15, 2016,

Under a single-tier board structure, the remuneration policy that currently applies to our Management Board will

apply to both the executive directors and non-executive directors of the Board of Directors, and the Board of
Directors will determine the compensation of the executive and non-executive directors in accordance with the
remuneration policy. Accordingly, as we move to a single-tier board structure, our current remuneration policy needs
to be updated.

We are proposing a revised remuneration policy with high-level guidelines for the compensation of executive
directors and non-executive directors. Under this remuneration policy, the compensation of executive directors may
include some or all of base salary, annual or special-purpose incentives, and/or long-term incentives, including
equity awards such as PSUs, as well as benefits such as deferred compensation, retirement benefits, medical
insurance, perquisites, and severance and change in control benefits. The compensation of non-executive directors
may include fees for serving on the board and committees and/or attending meetings, equity awards such as PSUs,
and other compensation elements similar to those awarded to executive directors. The proposed remuneration
policy does not mandate any specific form or amount of payment, or any formula for determining the payment, for

members of our Board of Directors. When revising the remuneration policy, we took into account the elements set
out in best practice provision 3.1.2 of the Dutch Corporate Governance Code.

The only substantive difference between our current remuneration policy for the Management Board approved by
our shareholders in 2016 and the proposed revised remuneration policy for the Board of Directors is that the revised
policy includes compensation guidelines for non-employee, non-executive directors on our Board of Directors, while
the current policy applies only to executives. The revised policy lists the same compensation elements for executive
directors as the current policy does, and like the current policy, the revised policy prohibits personal loans to Board
members and permits guarantees and advances to Board members only to the extent permitted by applicable law
and only in the ordinary course of business. We plan to continue to compensate Robert Keane, our nominee for
executive director, in accordance with the compensation program described in the Compensation Discussion and
Analysis section of this proxy statement, and at this time, we do not intend to make any changes to his
compensation pursuant to the proposed remuneration policy.

This proposal is conditional on the amendment to our articles of association. If our shareholders do not approve

Proposal 1, then our current remuneration policy will remain in place and will continue to apply only to our
Management Board, and the revisions described in this proposal will not be made.

The above summary of the remuneration policy for our Board of Directors is qualified in its entirety by reference

to the full copy of the policy attached as Appendix B to the electronic copy of this proxy statement filed with the
SEC. You may access the revised remuneration policy by viewing our proxy statement on the SEC’s web site at
www.sec.gov, or you may obtain a copy by sending a written request to Cimpress N.V., c/o Cimpress USA
Incorporated, Attention: Investor Relations, 275 Wyman Street, Waltham, MA 02451, USA.

The Management Board and Supervisory Board recommend that you vote FOR the remuneration policy

for our Board of Directors.

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PROPOSAL 16 - APPROVE THE GRANT OF ORDINARY SHARE AWARDS

In Proposals 2 through 6 above, we are asking our shareholders to appoint a slate of five candidates to serve as
directors on the newly constituted Board of Directors, and four members of our current Supervisory Board will not
join the Board of Directors: Richard Riley, Mark Thomas, Nadia Shouraboura, and Paolo De Cesare. We believe
that reducing from two boards comprising eleven members to a single board comprising five directors will further
the progress we have made over the past several years to be more effective and efficient and that a leaner board
will be better for our stakeholders, including long-term share and debt holders, because it will engender more
frequent, direct and full debate about important topics and maintain strong representation from long-term
shareholders.

Each of our departing Supervisory Board members has played an important role in guiding Cimpress through
successes and challenges over the years. Accordingly, we propose to grant 1,500 Cimpress ordinary shares to
each departing Supervisory Board member, for a total of 6,000 ordinary shares, as severance in recognition of the
unusual nature of the anticipated changes. The departing directors would not pay any amount for the shares but
would be prohibited from selling any of the shares for three years from grant. This severance compensation is
intended to have a value approximately equal to one year of compensation that the departing directors would have
received if we had continued with our prior board structure. Under Dutch law, our shareholders determine the
compensation of the Supervisory Board, including compensation that is payable upon the termination of service.
This is a one-time award for the four named directors who were not nominated for appointment to the Board of
Directors.

All of our Supervisory Board members hold PSU awards that were granted to them in prior years. The

appointment of four of our current Supervisory Board members to the new Board of Directors will have no effect on
those directors' PSU awards; under their PSU agreements, service on the Board of Directors "counts" as board
service for purposes of the service-based vesting condition, and 25% of the PSUs subject to each award will
continue to vest each year in accordance with the terms of the PSU agreements. For the departing Supervisory
Board members, we accelerated (1) the service-based vesting of the tranche of PSUs that would have vested on
November 14, 2018 (one day after the annual meeting) if they had remained on the board and (2) the vesting of the
tranche of share options that would have vested on November 17, 2018 (four days after the annual meeting) if they
had remained on the board, but the remaining tranches of equity awards that would have vested on future dates

had the departing directors remained on the board will be canceled on the date that the amendment to our articles
of association becomes effective.

We currently have no plans to grant any severance compensation to non-executive directors who leave the Board

in the future.

The Management Board and Supervisory Board recommend that you vote FOR the grant of ordinary

share awards as severance to the departing members of our Supervisory Board.

PROPOSAL 17 - AMEND OUR 2016 PERFORMANCE EQUITY PLAN

We originally put our 2016 Performance Equity Plan in place within a strategic and organizational context in which

we believed the best way to build value in Cimpress was via significant centralization. However, starting in early
2017, we moved to our current structure of decentralized, autonomous businesses, and we are now seeking more
flexibility for the long-term incentive compensation we can grant to team members other than our Chief Executive
Officer and Board. Given highly competitive markets for talent, we want to align more closely with the time frames
other companies use for their long-term incentives, while still maintaining what we consider to be a suitable multi-
year performance threshold. Accordingly, we are proposing the following changes to our 2016 Performance Equity
Plan, which we refer to in this proposal as the 2016 Plan:

• We do not expect to use the 8.0 million shares that are currently authorized under the 2016 Plan, so we

would reduce the number of authorized shares under the 2016 Plan to 6.0 million shares.

• The detailed table in the 2016 Plan mandating the number of shares issuable for each PSU based on the

levels of 3YMA CAGR performance would continue to apply to PSU awards granted to our Chief Executive
Officer and members of our Board, but would no longer apply to other Cimpress employees. Our Board
would have discretion to determine the measurement dates, 3YMA CAGR performance goals, and payout
ratios for PSU awards granted to our team members other than our Chief Executive Officer and members
of our Board. This change would apply only to future PSU awards, not to awards that we previously
granted.

A redlined version of the 2016 Plan showing the proposed chages is attached as Appendix C to the electronic
copy of this proxy statement filed with the SEC. You may access the 2016 Plan by viewing our proxy statement on
the SEC’s web site at www.sec.gov, or you may obtain a copy by sending a written request to Cimpress N.V., c/o
Cimpress USA Incorporated, Attention: Investor Relations, 275 Wyman Street, Waltham, MA 02451, USA.

If our shareholders do not approve the proposed amendment to our 2016 Plan, then the current version of the
2016 Plan would remain in place, and we would continue to grant PSU awards in accordance with the 2016 Plan.

Description of our 2016 Plan, as amended

The following summary of the 2016 Plan, as amended as described in this proposal, is qualified in its entirety by

reference to the full copy of the amended 2016 Plan attached as Appendix C to the electronic copy of this proxy
statement filed with the SEC. For purposes of this summary, when we refer to our Board, we mean our Supervisory
Board, our Management Board, or our Board of Directors, as applicable or permitted by applicable law in any
particular instance.

Type and Terms of Awards

The 2016 Plan provides for the grant of performance-based share units, or PSUs, where each unit represents a

right to receive between 0 and 2.5 ordinary shares of Cimpress N.V. upon the satisfaction of both service-based
vesting over time and performance conditions relating to the 3YMA CAGR. We refer to the issuance of Cimpress
ordinary shares pursuant to a PSU upon satisfaction of both conditions as the Performance Dependent Issuance.

Performance Dependent Issuance with respect to their then-vested PSUs, subject to achievement of the
relevant performance conditions.

If a participant resigns or is terminated other than for cause, they would retain all PSUs that have satisfied
the service-based vesting condition as of their resignation or termination date. If Cimpress achieves the
performance goals described in the participant's award agreement, the former participant would receive
Cimpress ordinary shares upon settlement of the PSUs, even though they no longer have an employment,
director, or other service relationship with Cimpress.

Second condition to a Performance Dependent Issuance: 3YMA Performance
For each PSU award, we calculate a baseline 3YMA as of a specified date at the time of grant for two
purposes: to establish the number of units to be granted and to establish the baseline for future
performance measurement. For each PSU award granted to a Cimpress employee other than Robert
Keane or a member of the Board, the Board would determine at the time of grant the dates for measuring
the 3YMA, the CAGR performance goals, and the performance-based multiplier for each CAGR
performance goal. At each of the measurement dates, we will calculate the 3YMA as of such date and the
CAGR relative to the baseline 3YMA. On the first such measurement date that the 3YMA equals or exceeds
the CAGR performance goal applicable to that award, the 3YMA performance condition would be satisfied,
and we would issue to the participant the number of Cimpress ordinary shares determined by multiplying
the number of PSUs subject to the award by the applicable performance-based multiplier.

If none of the CAGR performance goals is achieved by the final measurement date, then the PSU award
would be terminated and no Cimpress ordinary shares would be issued with respect to the award.

For PSU awards granted to Robert Keane or members of the Board, the measurement dates shall be the
sixth through tenth anniversaries of the baseline measurement date determined at the time of grant, and
the performance goals and performance-based multipliers are as follows:

Applies to the 6th-10th anniversaries of the Baseline Measurement Date or to a Change in Control

PERFORMANCE TABLE APPLICABLE TO
ROBERT KEANE AND THE BOARD

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3YMA CAGR
11 to 11.99%
12 to 12.99%
13 to 13.99%
14 to 14.99%
15 to 15.99%
16 to 16.99%
17 to 17.99%
18 to 18.99%
19 to 19.99%
20% to 25.8925%

Above 25.8925%

Multiplier to the
number of PSUs
subject to the award
125.0%
137.5%
150.0%
162.5%
175.0%
187.5%
200.0%
212.5%
225.0%
250.0%
Variable Cap (defined
below)

PSU award holders are not entitled to voting rights with respect to their PSUs or to receive dividends or other
distributions to shareholders with respect to their PSUs. Each PSU award will be evidenced in such form (written,
electronic or otherwise) as the Board determines, and each PSU award may contain terms and conditions in
addition to those set forth in the 2016 Plan.

Authorized Number of Ordinary Shares and Share Counting

Subject to adjustment in the event of stock splits, stock dividends and other similar events, we may make awards
under the 2016 Plan for up to 6,000,000 of our ordinary shares. If a PSU award terminates, expires, or is canceled,
or otherwise results in ordinary shares not being issued, the unused shares covered by the PSU award are returned
to the 2016 Plan and become available for the grant of future awards under the 2016 Plan. However, we will not
add back to the number of ordinary shares available for the grant of awards under the 2016 Plan any ordinary
shares that a participant in the plan delivers to Cimpress to satisfy tax withholding obligations, including shares
retained from the award creating the tax obligation. Ordinary shares issued under the 2016 Plan may consist in
whole or in part of authorized but unissued shares or treasury shares. If the Board determines that a PSU is to be
settled by the issuance of authorized but unissued shares, then the Board may decide that the shares so issued will
be charged at the expense of Cimpress' freely distributable reserves.

Subject to adjustment in the event of stock splits, stock dividends and other similar events, the maximum number

of ordinary shares with respect which to we may grant awards to any participant under the 2016 Plan is 3,000,000
shares per fiscal year.

Section 162(m) of the U.S. Internal Revenue Code

We may grant PSU awards under the 2016 Plan that are subject to the achievement of specified performance

goals designed to qualify for deduction under Section 162(m) of the U.S. Internal Revenue Code of 1986, as
amended, or the Internal Revenue Code. Only our Board may make grants of performance awards to “covered
employees” as defined under Section 162(m), or if our Board contains any directors who are not outside directors
as defined by Section 162(m), then a committee of our Board solely composed of at least two outside directors may
make grants of performance awards of covered employees. The performance criteria for each performance award
will be based on share price in accordance with the terms described in more detail above.

With respect to any award that is intended to qualify as performance-based compensation under Section 162(m),
the Board or a committee thereof may adjust downwards, but not upwards, the number of shares payable pursuant
to the award, and the Board or committee may not waive the achievement of the applicable performance measures
except in the case of the death or disability of the participant or a change in control of Cimpress, as defined in the
2016 Plan.

Eligibility to Receive Awards

Employees, officers, directors (including members of the Board), consultants, and advisors of Cimpress and its
subsidiaries and of other business ventures in which Cimpress has a controlling interest are eligible to be granted
awards under the 2016 Plan. However, an individual’s eligibility to receive an award under the 2016 Plan does not
mean that they will receive an award in any given fiscal year, or at all.

As of June 30, 2018, approximately 1,900 people were eligible to receive awards under the 2016 Plan, including
our executive officers and the non-employee directors who serve on our Board. The granting of awards under the
2016 Plan is discretionary, and we cannot now determine the number or type of awards to be granted in the future
to any particular person or group.

Transferability of Awards

Except as the Board may otherwise determine in its sole discretion but in compliance with all then-applicable laws
and regulations, including without limitation Section 409A of the Internal Revenue Code, a person who is granted an
award under the 2016 Plan may not sell, assign, transfer, pledge or otherwise encumber such award, either
voluntarily or by operation of law, except by will, the laws of descent and distribution, or pursuant to a qualified
domestic relations order.

Administration of the 2016 Plan

The Board administers the 2016 Plan, has the authority to grant awards and adopt, amend and repeal such
administrative rules, guidelines and practices relating to the plan as it deems advisable, and takes all actions and
makes all decisions with respect to the 2016 Plan and any awards in its discretion. The Board may delegate its
powers under the 2016 Plan to one or more committees or subcommittees of the Board, and the Board may also
delegate to one or more of our officers the power to grant awards to persons eligible to receive awards under the
2016 Plan and to exercise such other powers under the 2016 Plan as the Board may determine, in each case
subject to applicable law and the limitations in the 2016 Plan.

Subject to the terms of the 2016 Plan, our Board, or any committee, employee, or officer to whom our Board

delegates authority, as the case may be, selects the recipients of awards, the dates upon which such awards
become issuable or otherwise vest, and the terms and conditions of such awards. The terms of each award need
not be identical, and our Board need not treat participants uniformly.

Adjustments for Changes in our Ordinary Shares and Certain Other Events

We are required to make appropriate and proportionate adjustments, in the manner determined by our Board, to

the following to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in our
capitalization: (i) the number and class of securities available under the 2016 Plan, (ii) the ordinary share counting
rules and sublimit set forth in the 2016 Plan, (iii) the number and class of securities subject to each outstanding
award, and (iv) the performance measures to which outstanding awards are subject. Except as specifically provided
otherwise in an award agreement, for any merger, consolidation, share exchange, reincorporation, or other similar
transaction that is not a change in control (as defined in the 2016 Plan), the acquiring or succeeding corporation will
assume all awards or substitute substantially equivalent awards.

Amendment and Termination

We may not grant any awards under the 2016 Plan after May 27, 2026, which is 10 years from the date on which
shareholders originally approved the plan, but previously granted awards may extend beyond that date. The Board
may amend, suspend, or terminate the 2016 Plan or any portion thereof at any time, subject to shareholder
approval of certain amendments. Specifically, we must obtain the approval of our shareholders for any amendment
to the 2016 Plan to the extent required by Section 162(m) of the Internal Revenue Code for amendments that will
affect awards that are intended to comply with Section 162(m) or if required under the rules of the Nasdaq Stock
Market.

Change in Control

A change in control, as defined in the 2016 Plan, will trigger a Performance Dependent Issuance. Upon such a
change in control, the PSUs that have satisfied the applicable service-based vesting conditions will be settled for
Cimpress ordinary shares determined per the table immediately below setting forth the performance-based
multipliers to the number of PSUs in each award, except for PSUs held by Robert Keane and members of the
Board, for which the table above will apply instead of the table below. The date of the change in control will become
the measurement date for each award, even if the change in control occurs earlier than the first measurement date
in the applicable award agreement, and the actual price paid per share to holders of Cimpress' ordinary shares in
connection with the change in control, as reasonably determined by the Board (not the 3YMA at the date of the
change in control), will be used to calculate the CAGR as of the date of the change in control relative to the baseline
3YMA for each PSU award. The percentage of the PSUs that has not satisfied the applicable service-based vesting
conditions as of the change in control will be canceled in connection with the change in control in exchange for no
consideration, and the participant will have no further rights with respect thereto.

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PERFORMANCE TABLE APPLICABLE TO
CHANGE IN CONTROL
(Does not apply to Robert Keane or members of the Board)

CAGR
as of the
Measurement Date
Less than 7%
7 to 7.99%
8 to 8.99%
9 to 9.99%
10 to 10.99%
11 to 11.99%
12 to 12.99%
13 to 13.99%
14 to 14.99%
15 to 15.99%
16 to 16.99%
17 to 17.99%
18 to 18.99%
19 to 19.99%
20% to 25.8925%

25.8925% or above

Multiplier to the
number of PSUs
subject to the Award
0%
75.0%
87.5%
100.0%
112.5%
125.0%
137.5%
150.0%
162.5%
175.0%
187.5%
200.0%
212.5%
225.0%
250.0%
Variable Cap (as
defined above)

Our Management Board and Supervisory Board recommend that you vote FOR the amendment of our

2016 Performance Equity Plan.

OTHER MATTERS

Our Management Board and Supervisory Board do not know of any other matters that may come before the
annual meeting. However, if any other matters are properly presented to the annual meeting, then, to the extent
permitted by applicable law, the persons named as proxies may vote, or otherwise act, in accordance with their
judgment on such matters.

Board Structure

CORPORATE GOVERNANCE

We currently have a two-tier board structure consisting of a Supervisory Board and a separate Management
Board. The Supervisory Board consists of our independent, non-employee directors, and the Management Board
consists of members of our senior management team. The principal responsibility of the Supervisory Board is to
oversee the Management Board and its management of Cimpress and, in so doing, serve the best interests of
Cimpress and its stakeholders. The principal responsibility of the Management Board is to manage Cimpress'
operations, business, and strategy. Each of our Supervisory Board and Management Board has its own chairman.
The Chairman of our Supervisory Board is Mr. Riley, an independent, non-employee director, and the Chairman of
our Management Board is Mr. Keane, who is also our Founder, President, and Chief Executive Officer.

At this annual meeting, we are asking our shareholders to approve an amendment and restatement of our
articles of association to move to a single-tier board structure consisting of a Board of Directors, as described in
Proposal 1 of this proxy statement. This Corporate Governance section describes our two-tier board structure in
accordance with our current articles of association and does not reflect any of the changes we anticipate making if
shareholders approve the proposed amendment and restatement of our articles.

Governance Guidelines

We believe that good corporate governance is important to ensure that Cimpress is managed for the long-term
benefit of our stakeholders, including but not limited to our shareholders. The Management Board and Supervisory
Board adopted Rules to assist each Board in the exercise of its duties and responsibilities and to serve the best
interests of Cimpress and our stakeholders. The Rules for each Board provide a framework for the conduct of each
Board’s business.

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Among other things, the Rules for the Supervisory Board provide as follows:

• A majority of the members of the Supervisory Board must be independent directors, except as permitted by

Nasdaq rules.

• The Supervisory Board must meet at least twice a year in executive session.

• The Supervisory Board has full and free access to management and employees and, as necessary and

appropriate, the authority to hire and consult with independent advisors.

• All members of the Supervisory Board are expected to participate in continuing director education on an

ongoing basis.

• At least annually the Nominating and Corporate Governance Committee is required to oversee a self-

evaluation of the Supervisory Board to determine whether the Supervisory Board and its committees are
functioning effectively. Every other year the committee engages an outside advisor to interview confidentially
each of the members of our Supervisory Board and to conduct a comprehensive Supervisory Board self-
evaluation to assess the effectiveness of our Supervisory Board and committees. The Supervisory Board then
meets with the outside advisor to review and discuss the evaluation results and any actions to be taken as a
result of the discussion. The evaluation aims to (1) find opportunities where our Supervisory Board and
committees can improve their performance and effectiveness, (2) assess any need to evolve the composition
and expertise of our Supervisory Board, and (3) assure that our Supervisory Board and committees are
operating in accordance with our Rules for the Supervisory Board and committee charters.

Among other things, the Rules for the Management Board provide as follows:

• The Management Board is responsible for managing Cimpress, including implementing Cimpress' goals and

strategy, managing risks, operating the business on a day-to-day basis, and addressing corporate social
responsibility issues that are relevant to the enterprise.

• The Management Board is responsible for determining that effective systems are in place for the periodic and
timely reporting to the Supervisory Board on important matters concerning Cimpress and its subsidiaries.

• At least annually the Supervisory Board is required to conduct an evaluation of the Management Board to

determine whether the Management Board is functioning effectively.

You can find our Rules for the Supervisory Board, our Rules for the Management Board, our Code of Business

Conduct, our current articles of association, and the current charters for our Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee on the Corporate Governance Page in the
Investor Relations section of www.cimpress.com, or you can request copies of these documents by emailing us at
ir@cimpress.com or writing to Investor Relations, c/o Cimpress USA Incorporated, 275 Wyman Street, Waltham,
MA 02451 USA.

In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Cimpress. The Dutch Code
emphasizes the principles of integrity, transparency, and accountability as the primary means of achieving good
corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by
“best practice” provisions, and our Management Board and Supervisory Board agree with the fundamental
principles of the Dutch Code. However, as a company whose ordinary shares are traded on Nasdaq, we are also
subject to the corporate governance rules of the Nasdaq Stock Market and U.S. securities laws, and we may also
choose to follow certain market practices that are common for Nasdaq-traded companies. Some of the
U.S. corporate governance rules and market practices that we are required to or choose to follow conflict, in whole
or in part, with the best practice provisions of the Dutch Code. As a result, we do not apply some of the Dutch best
practice provisions. In accordance with the Dutch Code’s compliance principle of “apply or explain,” which permits
Dutch companies to be fully compliant with the Dutch Code either by applying the Dutch best practices or by
explaining why the company has chosen not to apply certain of the best practices, we are disclosing in our Dutch
annual report that accompanies our Annual Accounts to what extent we do not apply provisions of the Dutch Code,
together with the reasons for those deviations.

Code of Business Conduct

We have adopted a written code of business conduct that applies to our Supervisory Board, officers, and

employees, a current copy of which is posted on the Corporate Governance Page of ir.cimpress.com. In addition,
we intend to post on our website all disclosures that are required by law or Nasdaq stock market listing standards
concerning any amendments to, or waivers from, any provision of the code.

Determination of Independence

Under Nasdaq rules, members of our Supervisory Board qualify as “independent directors” only if, in the opinion

of our Supervisory Board, they do not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. The Supervisory Board has determined that none of its
members has a relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that all of its members are “independent directors” as defined under Nasdaq's
Marketplace Rules.

In addition, all members of our Supervisory Board satisfy the criteria for independence under the Dutch Code,
other than Scott Vassalluzzo, who is a Managing Member of a Cimpress shareholder that holds more than 10% of
our outstanding shares.

Oversight of Risk

Our Supervisory Board has responsibility for risk oversight, and the full Board or its relevant committees
regularly conduct reviews of certain risk areas. The oversight responsibility of the Supervisory Board and its
committees is enabled by our internal risk management processes, including but not limited to our Enterprise Risk
Management (ERM) program, which conducts company-wide risk assessments to identify our most important
enterprise risks, develops mitigation strategies, standards, and tools, and monitors the implementation of risk
mitigation activities by all of our businesses. Our Audit Committee oversees the ERM program, and areas of ERM
focus for fiscal years 2018 and 2019 include cybersecurity, data privacy, supply chain ethics and product safety,
fraud and corruption, and control environment in a decentralized structure.

In addition, based on an internal risk assessment, we believe that any risks arising from our compensation

programs for our employees are not reasonably likely to have a material adverse effect on Cimpress.

Board Nomination Process

The process that our Nominating and Corporate Governance Committee follows to identify and evaluate

candidates for members of our Supervisory Board includes requests to its members and others for
recommendations, meetings from time to time to evaluate biographical information and background material relating
to potential candidates, and interviews of selected candidates by members of the Committee and the Supervisory
Board.

In considering whether to recommend any particular candidate for inclusion in the Supervisory Board’s slate of

nominees, the Nominating and Corporate Governance Committee applies, among other things, the criteria for
Supervisory Board members set forth as an attachment to the Rules for the Supervisory Board. These criteria
include among others the candidate’s integrity, business acumen, knowledge of our business and industry,
experience, diligence, absence of any conflicts of interest, and ability to act in the interests of all of Cimpress'
stakeholders. In addition, the Rules for the Supervisory Board specify that nominees shall not be discriminated
against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed
by law and that the Nominating and Corporate Governance Committee and Supervisory Board should consider the
value of diversity on the Supervisory Board. The Committee does not assign specific weights to particular criteria,
and no particular criterion other than integrity and good character is a prerequisite for each prospective nominee.

We believe that the backgrounds and qualifications of the members of our Supervisory Board, considered as a
group, should provide a composite mix of experience, knowledge and abilities that will allow the Supervisory Board
to fulfill its responsibilities. Accordingly, the Nominating and Corporate Governance Committee seeks nominees with
a broad diversity of experience, professions, skills and backgrounds.

Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for

consideration as potential candidates for the Supervisory Board by submitting their names, together with
appropriate biographical information and background materials and a statement as to whether the shareholder or
group of shareholders making the recommendation has beneficially owned more than 5% of our ordinary shares for
at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee,
c/o General Counsel, Cimpress USA Incorporated, 275 Wyman Street, Waltham, MA 02451 USA. If appropriate
biographical and background material has been provided on a timely basis, the Nominating and Corporate
Governance Committee will evaluate shareholder-recommended candidates by following substantially the same
process, and applying substantially the same criteria, as it follows for candidates submitted by others.

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If the Supervisory Board does not submit a binding nomination for a Supervisory Board position, then the
shareholders represented at the general meeting may select a nominee. The shareholders may appoint such a
nominee as a member of the Supervisory Board by the vote of at least two thirds of the votes cast at the meeting
representing more than half of our share capital.

Supervisory Board Meetings and Committees

During our fiscal year ended June 30, 2018, our Supervisory Board met four times, and each of the members of

our Supervisory Board attended at least 83% of the total number of meetings of the Supervisory Board and the
committees of which such director was a member during the period of time he or she served on such committee. In
addition, it is our policy that one or more of the members of our Supervisory Board should attend annual general
meetings of shareholders to the extent practicable. All of our supervisory directors attended our 2017 annual
general meeting of shareholders.

The Supervisory Board has standing Audit, Compensation, and Nominating and Corporate Governance

Committees. Each committee has a charter that has been approved by the Supervisory Board, and each committee
must review the appropriateness of its charter at least annually. All members of all committees are non-employee
directors, and the Supervisory Board has determined that all of the members of our three standing committees are
independent as defined under Nasdaq's Marketplace Rules.

Audit Committee

The current members of our Audit Committee are Messrs. Gavin (Chair), Riley, and Thomas. Our Supervisory

Board has determined that Mr. Gavin qualifies as an “audit committee financial expert” under SEC rules, and all

three Audit Committee members meet the SEC’s independence criteria for audit committee members. The Audit
Committee met seven times during fiscal year 2018. The Audit Committee’s responsibilities include:

• retaining our independent registered public accounting firm, subject to shareholder ratification and approval;

• approving the compensation of, and assessing (or recommending that the Supervisory Board assess) the

independence of, our registered public accounting firm;

• overseeing the work of our independent registered public accounting firm, including the receipt and

consideration of certain reports from the firm;

• coordinating the Supervisory Board’s oversight of our internal control over financial reporting and disclosure

controls and procedures;

• overseeing our internal audit function;

• establishing procedures for the receipt, retention, and treatment of accounting-related complaints and

concerns;

• reviewing and approving any related person transactions;

• meeting independently with our independent registered public accounting firm and management; and

• preparing the Audit Committee report included in this proxy statement.

Compensation Committee

The current members of the Compensation Committee are Messrs. Vassalluzzo (Chair), Riley, and Thomas, and

all three Compensation Committee members meet Nasdaq's independence criteria for compensation committee
members. The Compensation Committee met twice during fiscal year 2018. The Compensation Committee’s
responsibilities include:

• reviewing and approving, or making recommendations to the Supervisory Board with respect to, the

compensation of our Chief Executive Officer and our other executive officers;

• overseeing and administering our cash and equity incentive plans;

• reviewing and making recommendations to the Supervisory Board with respect to Supervisory Board

compensation;

• reviewing and discussing with management the Compensation Discussion and Analysis section of the proxy

statement and considering whether to recommend to the Supervisory Board that the Compensation Discussion
and Analysis be included in the proxy statement; and

• preparing the Compensation Committee report included in this proxy statement.

Nominating and Corporate Governance Committee

The current members of the Nominating and Corporate Governance Committee are Messrs. Thomas (Chair) and

De Cesare, Ms. Gasperment and Dr. Shouraboura. The Nominating and Corporate Governance Committee met
twice during fiscal year 2018. The responsibilities of the Nominating and Corporate Governance Committee include:

• identifying individuals qualified to become Supervisory Board members;

• recommending to the Supervisory Board the persons to be nominated for appointment as members of the

Supervisory Board and the Management Board and to each of the Supervisory Board’s committees;

• overseeing an annual evaluation of the Supervisory Board, the Management Board and all committees of the

Supervisory Board to determine whether each is functioning effectively;

• overseeing succession planning for the Supervisory Board; and

• reviewing and assessing the adequacy of the Rules of the Supervisory Board and of the Management Board.

Report of the Audit Committee

The Audit Committee has reviewed Cimpress' audited consolidated financial statements for the fiscal year ended

June 30, 2018 and has discussed these financial statements with Cimpress' management and
PricewaterhouseCoopers LLP, our independent registered public accounting firm for fiscal year 2018.

The Audit Committee has also received from, and discussed with, PwC various communications that PwC is

required to provide to the Audit Committee, including the matters required to be discussed by AS 1301,
Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, or
PCAOB, and in effect for Cimpress' fiscal year 2018.

PwC also provided the Audit Committee with the written disclosures and the letter required by PCAOB Rule 3526

(Communicating with Audit Committees Concerning Independence), as modified or supplemented. The Audit
Committee has discussed with the independent registered public accounting firm its independence from Cimpress.
The Audit Committee also considered whether the provision of other, non-audit related services referred to under
the heading “Independent Registered Public Accounting Firm Fees and Other Matters” under Proposal 14 is
compatible with maintaining the independence of our registered public accounting firm.

Based on its discussions with, and its review of the representations and information provided by, management
and PwC, the Audit Committee recommended to the Supervisory Board that the audited financial statements be
included in Cimpress' Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

This Audit Committee Report is not incorporated by reference into any of our previous or future filings with the

SEC, unless any such filing explicitly incorporates this Report.

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Audit Committee of the Supervisory Board
John J. Gavin, Jr., Chairman
Richard T. Riley
Mark T. Thomas

Certain Relationships and Related Transactions

Policies and Procedures for Related Person Transactions

We have a written related person transaction policy that sets forth the policies and procedures for the review and

approval or ratification of related person transactions. This policy covers any transaction, arrangement or
relationship, or any series of similar transactions, arrangements or relationships in which we are a participant, the
amount involved exceeds $25,000, and a related person has a direct or indirect material interest, including, without
limitation, purchases of goods or services by or from the related person or entities in which the related person has a
material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. A related
person is any person who is or was a Cimpress executive officer or member of our Management Board or
Supervisory Board at any time since the beginning of our most recently completed fiscal year, the beneficial holder
of more than 5% of any class of our voting securities, or an immediate family member of anyone described in this
sentence.

All potential related person transactions that we propose to enter into must be reported to our Chief Legal Officer
(CLO, who is currently our General Counsel) or Chief Accounting Officer (CAO, who is currently our Chief Financial
Officer), who will determine whether each reported transaction qualifies as a related person transaction. If so, then
the CLO and CAO will submit the transaction for review and approval by our Audit Committee. If our CLO and CAO
determine that advance approval of a related person transaction by the full Audit Committee is not practicable under
the circumstances, then they will submit the transaction to the Audit Committee chair for review and approval, and
the full Audit Committee will review and ratify the related person transaction at the next Committee meeting.

In addition, the Audit Committee will review annually any previously approved or otherwise already existing

related person transaction that is ongoing in nature to ensure that such related person transaction has been
conducted in accordance with the Audit Committee’s previous approval, if any, and that all required disclosures
regarding the related person transaction are made.

When considering a proposed related person transaction, the Audit Committee will review and consider, to the

extent appropriate for the circumstances:

• the related person’s interest in the related person transaction;

• the approximate dollar value of the amount involved in the related person transaction;

• the approximate dollar value of the amount of the related person’s interest in the transaction without regard to

the amount of any profit or loss;

• whether the transaction was undertaken in the ordinary course of business;

• whether the transaction with the related person is entered into on terms no less favorable to us than terms that

could have been reached with an unrelated third party;

• the purpose of, and the potential benefits to us of, the transaction; and

• any other information regarding the related person transaction or the related person that would be material to

investors in light of the circumstances of the particular transaction.

The Audit Committee will review all relevant information available to it about the related person transaction. The
Audit Committee may approve or ratify the related person transaction only if the Committee determines that, under
all of the circumstances, the transaction is in or is not inconsistent with our best interests. The Committee may, in its
sole discretion, impose conditions as it deems appropriate on us or the related person in connection with approval
of the related person transaction.

In addition, under Dutch law, any member of our Supervisory Board or Management Board who has a conflict of
interest is required to disclose that conflict to the Chairman of the Supervisory Board and to abstain from voting on
any resolution involving, or participating in any board discussion of, the conflict.

Related Person Transaction

During fiscal year 2018, there was one related person transaction, as defined under SEC rules: Katryn Blake’s
brother-in-law has been an employee of Cimpress since 2007, and he received compensation of $190,836 for fiscal
year 2018. The Audit Committee has reviewed this relationship and concluded that it is consistent with our best
interests and does not constitute a conflict of interest.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2018, Messrs. Olsen, Riley, Thomas, and Vassalluzzo served at various times as members of
our Compensation Committee. None of these members of our Compensation Committee has ever been an officer
or employee of Cimpress or any of our subsidiaries, and during fiscal year 2018, no Compensation Committee
member had any relationship with us requiring disclosure under SEC rules.

During fiscal year 2018, none of our executive officers served as a member of the board of directors or

compensation committee (or other committee serving an equivalent function) of any entity that had one or more
executive officers serving as a member of our Supervisory Board or Compensation Committee.

Communicating with the Board

Our Board will give appropriate attention to written communications that are submitted by shareholders, and will

respond if and as appropriate. The chair of the Nominating and Corporate Governance Committee, with the
assistance of Cimpress' General Counsel, is primarily responsible for monitoring communications from
shareholders and for providing copies or summaries to the other directors as its members consider appropriate.

The chair of the Nominating and Corporate Governance Committee will forward communications to the full Board

if the communications relate to substantive matters and include suggestions or comments that he considers to be
important for the directors to know. In general, the chair is more likely to forward communications relating to
corporate governance and corporate strategy than communications relating to ordinary business affairs, personal
grievances, and matters as to which Cimpress may receive repetitive or duplicative communications.

Shareholders who wish to send communications on any topic to our Board should address such communications

to:

Board of Directors
c/o Corporate Secretary, Cimpress N.V.
275 Wyman Street
Waltham, MA 02451
USA

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COMPENSATION OF SUPERVISORY BOARD MEMBERS

We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates

to serve on our Supervisory Board. When considering the compensation of our Supervisory Board, our
Compensation Committee considers the significant amount of time that directors expend in fulfilling their duties to
Cimpress, the skill level that we require of members of our Supervisory Board, and competitive compensation data
from our peer group.

Fees

We currently pay the members of our Supervisory Board the following fees for their service on our Supervisory

Board:

All members of the Supervisory Board

$112,500 retainer per fiscal year

Chairman of the Supervisory Board

Additional $22,500 retainer per fiscal year

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

$15,000 retainer per fiscal year for all committee members
(including the committee chairman)
Additional $22,500 retainer per fiscal year for the committee
chairman

$10,000 retainer per fiscal year for all committee members
(including the committee chairman)
Additional $15,000 retainer per fiscal year for the committee
chairman

$10,000 retainer per fiscal year for all committee members
(including the committee chairman)
Additional $12,500 retainer per fiscal year for the committee
chairman

We also reimburse our Supervisory Board for reasonable travel and other expenses incurred in connection with

attending meetings of our Supervisory Board and its committees, and we pay the tax preparation fees related to
their Dutch income tax returns.

Performance Share Units

In keeping with the goals of aligning the Supervisory Board's equity awards with the equity awards received by
Cimpress' executives and employees and maintaining the competitiveness of the compensation program, beginning
in fiscal year 2017, we grant to our Supervisory Board members PSUs under our 2016 Plan. PSUs granted to our
Supervisory Board have the same terms as the PSUs granted to our executives and employees, except that, as
described below, the Supervisory Board PSUs have the same more challenging performance threshold in the tenth
year of the award as PSU awards granted to our Chief Executive Officer.

Each incumbent Supervisory Board member receives $112,500 of PSUs annually in connection with our annual
general meeting of shareholders so long as they remain a director following that annual general meeting. Each new
director receives $150,000 of PSUs in connection with their initial appointment to the Supervisory Board. Cimpress
determines the number of PSUs to be granted to each director by dividing the applicable dollar amounts described
in this paragraph by the 3YMA of Cimpress’ ordinary shares as of the following date, which we refer to as a baseline
date:

• For incumbent directors, the baseline date is November 15 of each year.

• For newly appointed directors, the baseline date is based on the date of the general meeting of

shareholders at which the director is appointed:

General meeting in the months of:

Baseline date is the
nearest:

June, July, or August

August 15

September, October, or November November 15

December, January, or February

February 15

March, April, or May

May 15

PSU awards granted to our Supervisory Board have the same terms as PSU awards granted to our executives
and employees, where each PSU represents a right to receive between 0 and 2.5 ordinary shares of Cimpress N.V.
upon the satisfaction of both service-based vesting over time and performance conditions relating to the CAGR of
the 3YMA over a 6- to 10-year period, in accordance with the 2016 Plan.

First condition to a Performance Dependent Issuance: Service-based Vesting
PSUs granted to members of our Supervisory Board vest at a rate of 25% of the original number of PSUs
per year over the four years following the applicable annual general meeting (for PSU awards granted to
incumbent directors) or the general meeting at which the Supervisory Board member was first appointed
(for PSU awards granted to newly appointed directors), in each case so long as the director continues to
serve on our Supervisory Board. If a director ceases to serve on the Supervisory Board, other than for
cause, they retain all PSUs that have satisfied the service-based vesting condition as of their termination
date. If Cimpress achieves the performance thresholds described below, the former director would receive
Cimpress ordinary shares upon settlement of the PSUs, even though they are no longer a member of our
Supervisory Board.

Second condition to a Performance Dependent Issuance: 3YMA Performance
The performance conditions set forth in the 2016 Plan apply to the PSU awards granted to Supervisory
Board members. In summary, beginning on the sixth anniversary of the baseline date for each PSU award,
and on each anniversary thereafter through the tenth anniversary, we will calculate the 3YMA as of such
date, which we refer to as a measurement date. On the first such measurement date that the 3YMA equals
or exceeds a CAGR of 11%, the 3YMA performance condition would be satisfied, and we would issue to the
director the number of Cimpress ordinary shares determined by multiplying the number of vested PSUs
subject to the award by the applicable performance-based multiplier set forth in the 2016 Plan. If none of
the CAGR performance goals set forth in the 2016 Plan are achieved by the tenth anniversary of the
baseline measurement date for the PSU award, then the PSU award will be terminated and no Cimpress
ordinary shares will be issued with respect to the award.

Summary Compensation Table

The following contains information with respect to the compensation earned by our Supervisory Board members

in the fiscal year ended June 30, 2018:

Name
Paolo De Cesare

Sophie A. Gasperment

John J. Gavin, Jr.

Richard T. Riley

Nadia Shouraboura

Zachary S. Sternberg

Mark T. Thomas

Scott Vassalluzzo

Eric C. Olsen(2)

_____________

Fees
Earned or
Paid in
Cash
($)

122,500

117,500

150,000

160,000

122,500

70,594

160,000

137,500

61,250

Share
Awards
($)(1)
194,833

194,833

194,833
259,726

194,833

194,833
194,833

Total
($)
317,333

312,333

344,833

354,833

317,333
330,320

354,833

332,333
256,083

(1)

The amounts reported in this column represent a dollar amount equal to the grant date fair value of the
PSUs granted to the directors as computed in accordance with FASB ASC Topic 718. You can find the
assumptions we used in the calculations for these amounts in Note 11 to our audited financial statements
included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

(2) Mr. Olsen resigned from the Supervisory Board in December 2017.

In addition, at June 30, 2018, our Supervisory Board members held the following equity compensation awards:

•

Mr. De Cesare had 11,540 shares subject to outstanding, unexercised share options and 2,832
PSUs.

Ms. Gasperment held 3,346 PSUs.

Mr. Gavin had 24,311 shares subject to outstanding, unexercised share options and 2,832 PSUs.

Mr. Riley had 14,763 shares subject to outstanding, unexercised share options and 2,832 PSUs.

Each of Dr. Shouraboura and Mr. Vassalluzzo had 5,298 shares subject to outstanding, unexercised
share options and 2,832 PSUs.

Mr. Sternberg held 1,721 PSUs.

Mr. Thomas had 4,536 shares subject to outstanding, unexercised share options and 2,832 PSUs.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of June 30, 2018 about the securities issued or authorized for future

issuance under our equity compensation plans.

Equity Compensation Plan Information

(a)
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)

(b)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights(2)

(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a)

Plan Category

Equity compensation plans approved by shareholders(1)

3,563,083

Equity compensation plans not approved by
shareholders

Total

_____________

—

3,563,083

$22.59

—

$22.59

8,771,434(3)

—

8,771,434(3)

(1)

(2)

(3)

Consists of our Amended and Restated 2005 Equity Incentive Plan, 2005 Non-Employee Directors’ Share Option Plan,
2011 Equity Incentive Plan, and 2016 Performance Equity Plan. This column includes an aggregate of 1,911,776 shares
underlying RSUs and PSUs based on 2.5 shares per PSU that were unvested as of June 30, 2018.

The RSUs and PSUs included in column (a) do not have an exercise price, and the weighted-average exercise price
excluding these units is $48.74.

Includes 6,298,093 shares available for future awards under our 2016 Performance Equity Plan, 2,422,483 shares
available for future awards under our 2011 Equity Incentive Plan, and 50,858 shares available for future awards under
our 2005 Non-Employee Directors’ Share Option Plan, as amended. No shares are available for future award under our
Amended and Restated 2005 Equity Incentive Plan. For PSUs under our 2016 Performance Equity Plan, we assumed
that we would issue ordinary shares equal to 250% of the outstanding PSUs, which is the maximum potential share
issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table contains information regarding the beneficial ownership of our ordinary shares as of
September 7, 2018 by:

• each shareholder we know to own beneficially more than 5% of our outstanding ordinary shares;

• each member of our Supervisory Board;

• our named executive officers who are listed in the Summary Compensation Table in this proxy statement; and

• all of our current Supervisory Board members and executive officers as a group.

Name and Address of Beneficial Owner(1)( )

Arlington Value Capital LLC(4)

222 S. Main Street, Suite 1750

Salt Lake City, UT 84101

FMR LLC(5)

245 Summer Street
Boston, MA 02210 USA

Janus Henderson Group plc(6)

201 Bishopsgate

EC2M 3AE London UK

Prescott General Partners LLC

2200 Butts Road, Suite 320

Boca Raton, FL 33431 USA

The Spruce House Partnership LP

435 Hudson Street, 8th Floor
New York, NY 10014 USA

Vanguard Group Inc(7)
PO Box 2600 V26
Valley Forge, PA 19482

Named Executive Officers and Supervisory Board members

Robert S. Keane(8)(9)

Cornelis David Arends(10)

Katryn S. Blake(9)

Paolo De Cesare(9)

Sophie A. Gasperment

John J. Gavin, Jr.(9)(11)

Donald LeBlanc(9)

Sean E. Quinn

Richard T. Riley(9)(12)

Nadia Shouraboura(9)

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Number of Ordinary
Shares Beneficially
Owned(2)

Percent of Ordinary
Shares Beneficially
Owned(3)

1,713,815

5.5%

2,229,970

7.2

3,957,706

12.8

4,656,492

15.1

2,358,903

1,769,723

7.6

5.7

3,297,472

10.2

15,850

17,587

20,984

—

56,230

27,600

—

73,337

6,537

Zachary S. Sternberg(13)

Mark T. Thomas(9)(14)

Scott Vassalluzzo(9)(15)

All current executive officers and Supervisory Board members as a group
(13 persons) (9)
_____________

Less than 1%

2,374,246

17,644

76,211

7.7

5,983,698

18.4%

(1) Unless otherwise indicated, the address of each executive officer and Supervisory Board member is c/o Cimpress N.V.,

Hudsonweg 8, 5928 LW Venlo, the Netherlands.

(2)

(3)

(4)

(5)

(6)

(7)

(8)

For each person or entity in the table above, the “Number of Shares Beneficially Owned” column may include ordinary
shares attributable to the person or entity because of that holder’s voting or investment power or other relationship, as
determined under SEC rules. Under these rules, a person or entity is deemed to have “beneficial ownership” of any
shares over which that person or entity has or shares voting or investment power, plus any shares that the person or
entity may acquire within 60 days of September 7, 2018 (i.e., November 6, 2018), including through the exercise of share
options or the vesting of restricted share units. Unless otherwise indicated, each person or entity referenced in the table
has sole voting and investment power over the shares listed or shares such power with his or her spouse. The inclusion
in the table of any shares, however, does not constitute an admission of beneficial ownership of those shares by the
named shareholder.

The percentage ownership for each shareholder on September 7, 2018 is calculated by dividing (1) the total number of
shares beneficially owned by the shareholder by (2) 30,892,282, the number of ordinary shares outstanding on
September 7, 2018, plus any shares issuable to the shareholder within 60 days after September 7, 2018 (i.e., November
6, 2018), including restricted share units that vest and share options that are exercisable on or before November 6, 2018.

This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on February 13, 2018.

This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on February 12, 2018.

This information is based solely upon a Schedule 13G that the shareholder filed with the SEC on February 9, 2018.

Includes an aggregate of (i) 1,672,025 shares held by irrevocable discretionary trusts established for the benefit of Mr.
Keane or members of his immediate family, or the Trusts, and other entities that are wholly owned by the Trusts, and
(ii) 91,181 shares held by a charitable entity established by Mr. Keane and his spouse. Trustees who are independent of
Mr. Keane or his spouse hold exclusive voting and investment power with respect to the ordinary shares owned by the
Trusts and the ordinary shares issuable pursuant to share options held by the Trusts; Mr. Keane and his spouse do not
hold such power with respect to the Trusts. Mr. Keane and his spouse share voting and investment power with respect to
the shares held by the charitable entity. Mr. Keane and his spouse disclaim beneficial ownership of the shares and share
options held by the Trusts, entities owned by the Trusts, and the charitable entity except to the extent of their pecuniary
interest therein.

(9)

Includes the number of shares listed below that each executive officer and supervisory director has the right to acquire
under share options and restricted share units that vest on or before November 6, 2018:

• Mr. Keane: 1,534,266 shares, held by the Trusts
• Ms. Blake: 4,648 shares
• Mr. De Cesare: 11,430 shares
• Mr. Gavin: 24,201 shares
• Mr. LeBlanc: 3,282 shares
• Mr. Riley: 14,653 shares
• Dr. Shouraboura: 5,188 shares
• Mr. Thomas: 4,426 shares
• Mr. Vassalluzzo: 5,188 shares
• All current executive officers and supervisory directors in the aggregate: 1,607,282 shares

(10)

Includes 11,900 shares held by a limited company of which Mr. Arends is a managing director. Mr. Arends disclaims
beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(11)

Includes 32,029 shares held by a trust of which Mr. Gavin and his wife are trustees.

(12)

Includes 57,324 shares held by a grantor annuity trust of which Mr. Riley is the trustee.

(13)

Includes 2,358,903 shares held by The Spruce House Partnership LP. The general partner of The Spruce House
Partnership LP is Spruce House Capital LLC, of which Mr. Sternberg is a managing member. Mr. Sternberg disclaims
beneficial ownership of the shares held by The Spruce House Partnership LP except to the extent of his pecuniary
interest therein.

(14)

Includes 1,800 shares held by a family limited liability company of which Mr. Thomas is a manager. Mr. Thomas disclaims
beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(15)

Includes 2,174 shares held in investment accounts established for the benefit of certain family members, with respect to
which Mr. Vassalluzzo disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our Supervisory Board members, executive officers, and the holders

of more than 10% of our ordinary shares, referred to as reporting persons, to file reports with the SEC disclosing
their ownership of and transactions in our ordinary shares and other equity securities. SEC regulations also require
these reporting persons to furnish us with copies of all such reports that they file.

Based on written representations from the reporting persons and our review of the reports they filed, we believe
that all of our executive officers and Supervisory Board members complied with all Section 16(a) filing requirements
during our fiscal year ended June 30, 2018.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the annual meeting?

At the annual meeting, our shareholders will consider and act upon the 17 proposals listed in the Notice of

Annual General Meeting of Shareholders that appears on the first two pages of this proxy statement. Our
Management Board and Supervisory Board are not aware of any other business to be transacted at the annual
meeting.

Who can vote?

To be able to vote on the matters listed in the Notice of Annual General Meeting of Shareholders on the first two

pages of this proxy statement, you must have held ordinary shares of Cimpress at the close of business on
October 16, 2018, which is the record date for the annual meeting. Shareholders of record at the close of business
on October 16, 2018 are entitled to vote on each proposal at the meeting. The number of outstanding ordinary
shares entitled to vote on each proposal at the meeting is 30,909,207. Currently, there are no outstanding
preferred shares of Cimpress.

How many votes do I have?

Each ordinary share of Cimpress that you owned on the record date entitles you to one vote on each matter that

is voted on at the annual meeting.

Is my vote important?

Your vote is important regardless of how many ordinary shares you own. Please take a moment to read the
instructions below, vote your shares, and submit your proxy as soon as possible to ensure that your shares are
represented and voted at the annual meeting.

How do I vote?

If you are a holder of record and your shares are not held in “street name” by a bank or brokerage firm, you may
vote by completing and signing the proxy card that accompanies this proxy statement and promptly mailing it in the
enclosed postage-prepaid envelope. For your vote to be counted at the meeting, our transfer agent, Computershare
Trust Company, Inc., must receive your proxy no later than 4:00 p.m. Eastern Standard Time on the last business
day before the meeting.

If the shares you own are held in street name by a bank or brokerage firm, then your bank or brokerage firm, as
the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your
shares, you will need to follow the directions your bank or brokerage firm provides to you. Many banks and
brokerage firms 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.

The shares you own will be voted according to the instructions you return to Computershare Trust Company or
your bank or brokerage firm. If you are a holder of record and sign and return the proxy card, but do not give any
instructions on a particular matter to be voted on as described in this proxy statement, then the shares you own will
be voted in accordance with the recommendations of our Management Board and Supervisory Board. If your
shares are held in street name at a broker, your broker may under certain circumstances vote your shares on
“routine” matters if you do not timely provide voting instructions in accordance with the instructions provided by
them. However, if you do not provide timely instructions, your broker does not have the authority to vote on any
“non-routine” proposals at the annual meeting and a “broker non-vote” will occur. “Broker non-votes” are shares that
are held in street name by a bank or brokerage firm that indicates on its proxy that it does not have discretionary
authority to vote such shares on a particular matter.

If you are a record holder and attend the annual meeting in person, then you may also vote in person. If you hold

your shares in street name and wish to attend the meeting or vote in person, then you must follow the instructions
below under “How do I attend the meeting and vote in person?”

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Can I change my vote or revoke my proxy after I have mailed my proxy card?

Yes. If your shares are held in street name by a bank or brokerage firm and you wish to revoke or change your
voting instructions, then you must follow the directions you receive from your bank or brokerage firm. If you are a
holder of record and your shares are not held in street name, then you can revoke your proxy and change your vote
by doing any one of the following things:

• signing another proxy card with a later date and delivering the new proxy card to our Senior Securities Counsel
at the offices of our subsidiary Cimpress USA Incorporated, 275 Wyman Street, Waltham, MA 02451 USA no
later than 4:00 p.m. Eastern Standard Time on the last business day before the meeting;

• delivering to our Senior Securities Counsel written notice no later than 4:00 p.m. Eastern Standard Time on the

last business day before the meeting that you want to revoke your proxy; or

• voting in person at the meeting.

Your attendance at the meeting alone will not revoke your proxy.

How do I attend the meeting and vote in person?

If you wish to attend our annual meeting in Amsterdam, the Netherlands in person, please send our Senior
Securities Counsel written notice at the offices of our subsidiary Cimpress USA Incorporated, 275 Wyman Street,
Waltham, MA 02451 USA no later than November 8, 2018. If you need directions to the meeting, please call
Investor Relations at +1 781-652-6480.

If you wish to attend the meeting and your shares are held in street name by a bank or brokerage firm, then
you must provide the written notice referenced above and also bring with you to the meeting an account statement
or letter from your bank or brokerage firm showing that you are the beneficial owner of the shares as of the record
date in order to be admitted to the meeting. To be able to vote your shares held in street name at the meeting, you
will need to obtain a legal proxy from the holder of record, i.e., your bank or brokerage firm.

What vote is required?

Under our articles of association, holders of at least one third of our outstanding ordinary shares must be

represented at the annual meeting to constitute a quorum, and the following vote is required to approve each of the
proposals described in this proxy statement:

• Proposals 1, 8 through 12, and 14 through 17: These proposals require the approval of a majority of votes cast

at a meeting at which a quorum is present.

• Proposals 2 through

6
6 (appointments of members of our Board of Directors):

In accordance with our articles of

association, our Supervisory Board adopted unanimous resolutions to make binding nominations of the
candidates for appointment to the Board of Directors. Our shareholders may set aside any of these binding
nominations only by a vote of at least two thirds of the votes cast at a meeting representing more than half of
our share capital.

• Proposal 7 (advisory “say on pay”):

This proposal requires the approval of a majority of votes cast at a

meeting at which a quorum is present. This vote is non-binding and advisory in nature, but our Compensation
Committee will take into account the outcome of the vote when considering future executive compensation
arrangements.

• Proposal 13 (authority to exclude or restrict pre-emptive rights):

This proposal requires the approval of a

majority of votes cast at a meeting at which a quorum is present, unless less than half of our issued capital is
present or represented at the meeting, in which case this proposal requires a vote of at least two thirds of the
votes cast.

For all proposals, Dutch law and our articles of association provide that ordinary shares represented at the

meeting and abstaining from voting will count as shares present at the meeting but will not count for the purpose of
determining the number of votes cast. Broker non-votes will not count as shares present at the meeting or for the

purpose of determining the number of votes cast. “Broker non-votes” are shares that are held in street name by a
bank or brokerage firm that indicates on its proxy that it does not have discretionary authority to vote on a particular
matter.

How will votes be counted?

Each ordinary share will be counted as one vote according to the instructions contained on a properly completed

proxy or on a ballot voted in person at the meeting. Abstentions and broker non-votes are not counted as either
votes in favor of a proposal or votes against a proposal and therefore have no impact on the voting, although
abstentions do count for the purpose of determining the size of the quorum.

Who will count the votes?

Computershare Trust Company, Inc., our transfer agent, will count, tabulate, and certify the votes.

How do the Management Board and Supervisory Board recommend that I vote on the proposals?

The Management Board and Supervisory Board recommend that you vote FOR all of the proposals listed in the

Notice of Annual General Meeting of Shareholders on the first two pages of this proxy statement.

Do the executive officers or members of the Supervisory Board have any substantial interests in these
proposals?

No, our executive officers and Supervisory Board members do not have any substantial direct or indirect interests

in the proposals, except to the extent of their ownership of our ordinary shares, their own appointment to the Board
of Directors, or in the case of the departing Supervisory Board members, the severance payment in the form of
ordinary shares that they will receive if Proposal 16 is approved.

Will any other business be conducted at the meeting or will other matters be voted on?

Our Management Board and Supervisory Board do not know of any other matters that may come before the
meeting. If any other matter properly comes before the meeting, then, to the extent permitted by applicable law, the
persons named in the proxy card that accompanies this proxy statement may exercise their judgment in deciding
how to vote, or otherwise act, at the meeting with respect to that matter or proposal.

Where can I find the voting results?

Within four business days after the annual meeting, we will report the voting results on a Current Report on

Form 8-K that we will file with the SEC.

How and when may I submit a shareholder proposal, including a shareholder nomination for a board
position, for the 2019 annual general meeting?

Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange, both U.S. and
Dutch rules and timeframes apply if you wish to submit a candidate to be considered for election to our board at our
2019 annual general meeting or if you wish to submit another kind of proposal for consideration by shareholders at
our 2019 annual general meeting.

Under our articles of association, if you are interested in submitting a proposal, you must fulfill the requirements

set forth in our articles of association, including satisfying both of the following criteria:

• We must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no later

than 60 days before the 2019 annual general meeting, and

• The number of ordinary shares you hold must equal at least 3% of our issued share capital.

Under our articles of association, shareholders do not have the right to nominate or appoint their own candidates

for positions on our board directly, but if you submit information about a potential candidate for the board to our
Nominating and Corporate Governance Committee, as described in the section of this proxy statement entitled

“Board Nomination Process,” then our Nominating and Corporate Governance Committee will consider whether
they are appropriate for nomination to our board.

Under U.S. securities laws, if you wish to have a proposal included in our proxy statement for the 2019 annual

general meeting, then in addition to the above requirements, you also need to follow the procedures outlined in
Rule 14a-8 of the Exchange Act, and the deadline for submitting your proposal to us is earlier than the deadline
specified above: For your proposal to be eligible for inclusion in our proxy statement for the 2019 annual general
meeting, we must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no
later than June 24, 2019.

Any proposals, nominations or notices under our articles of association or pursuant to Rule 14a-8 should be sent

to:

Secretary, Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

With a copy to:
Senior Securities Counsel
Cimpress USA Incorporated
275 Wyman Street
Waltham, MA 02451
USA

What are the costs of soliciting these proxies?

We will bear the costs of solicitation of proxies. We have retained Alliance Advisors for a fee of $10,500 plus

expenses to assist us in soliciting proxies from our shareholders and to verify certain records relating to the
solicitation. We and our Supervisory Board members, officers, and selected other employees may also solicit
proxies by mail, telephone, e-mail, or other means of communication. Supervisory Board members, 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 the owners of our ordinary shares 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 Annual 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 shares in street name, or you may contact us per the above if you are
a holder of record.

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HUDSONWEG 8 | 5928 LW VENLO | THE NETHERLANDS