Vistaprint 2008 Annual Report Download - page 148

(2) Includes 2,529,878 shares available for future awards under our 2005 Amended and Restated Equity
Incentive Plan and 212,012 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
2000-2002 Share Incentive Plan.
PROPOSAL 2—APPROVAL OF SECOND AMENDED AND RESTATED BYE-LAWS
On December 29, 2006 the Companies Amendment Act 2006 (other than Section 3), or the Amendment
Act, was enacted in Bermuda. This legislation was passed with a view to modernizing the Bermuda Companies
Act 1981, or the Act. The Board of Directors has approved the Second Amended and Restated Bye-laws, or the
Amended Bye-laws, in light of these changes to the Act which incorporate the following principal changes to our
existing Amended and Restated Bye-laws, or the Existing Bye-laws. If this proposal is not approved by our
shareholders at the annual meeting, our Existing Bye-laws will continue to govern our corporate actions.
Our Board of Directors recommends that you vote FOR the approval of the Second Amended and
Restated Bye-laws.
Electronic Delivery of Documents
The Amendment Act makes it possible for a Bermuda company to deliver an “electronic record” of
documents to its shareholders and others via electronic mode such as e-mail or website postings. Previously we
were required to deliver a hard copy of any such documents. The proposed Amended Bye-laws, if approved, will
permit us to take advantage of the SEC’s new “notice and access” rules to post notices of shareholder meetings
and proxy statements and other documents to be sent by electronic means. These mechanisms could help us save
on printing and postage costs and may be found to be more convenient for certain of our shareholders.
Treasury Shares
The Amendment Act makes it possible for a Bermuda company to acquire its own shares, to be held as
treasury shares in lieu of cancellation. Treasury shares generally represent shares that were once traded in the
market but which have since been reacquired by the issuing company and are available for retirement or later
reissuance. Treasury shares are considered to be issued but not outstanding, cannot be voted and accrue no
dividends. Under the Amendment Act, a company continues to be able to purchase its own shares for
cancellation so long as its constitutional documents so permit. The proposed Amended Bye-laws, if approved,
will permit the Company to hold reacquired shares in treasury rather than canceling them following a repurchase.
Execution of Instruments without Seal
The Amendment Act makes it possible for a Bermuda company to execute deeds and other instruments
without a seal using the signature of an authorized person. Previously the execution of any such documents
required a corporate seal. The proposed Amended Bye-laws, if approved, will permit us to take advantage of this
flexibility to execute documents without a seal by allowing any director, corporate secretary or other person
authorized by the Board of Directors to sign instruments on behalf of the Company.
Flexibility in Titles and Identities of Officers
The Amendment Act removes the requirement for a Bermuda company to appoint a President/Vice
President or Chairman/Deputy Chairman and also eliminates the requirement that officers be directors. The
proposed Amended Bye-laws, if approved, will permit us to take advantage of this flexibility.
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