Vistaprint 2008 Annual Report Download - page 157

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REGISTERED OFFICE
2. The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.
SHARE CAPITAL
3. 3.1 The authorised share capital of the Company at the date of adoption of these Bye-Laws is
U.S.$500,500.00 divided into 500,000,000 Common Shares of par value US $.001 each and 500,000
Undesignated Shares of par value US $.001 each.
3.2 Common Shares
The Common Shares shall, subject to the other provisions of these Bye-Laws, entitle the holders
thereof to the following rights:
3.2.1 as regards dividend:
after making all necessary provisions, where relevant, for payment of any preferred dividend
in respect of any preference shares in the Company then outstanding, the Company shall
apply any profits or reserves which the Board resolves to distribute in paying such profits or
reserves to the holders of the Common Shares in respect of their holding of such shares pari
passu and pro rata to the number of Common Shares held by each of them;
3.2.2 as regards capital:
on a return of assets on liquidation, reduction of capital or otherwise, the holders of the
Common Shares shall be entitled to be paid the surplus assets of the Company remaining
after payment of its liabilities (subject to the rights of holders of any preferred shares in the
Company then in issue having preferred rights on the return of capital) in respect of their
holdings of Common Shares pari passu and pro rata to the number of Common Shares held
by each of them;
3.2.3 as regards voting in general meetings:
the holders of the Common Shares shall be entitled to receive notice of, and to attend and
vote at, general meetings of the Company; every holder of Common Shares present in person
or by proxy shall on a poll have one vote for each Common Share held by him.
3.3 Undesignated Shares
The rights attaching to the Undesignated Shares, subject to these Bye-Laws generally and to
Bye-Law 3.4 in particular, shall be as follows:
3.3.1 each Undesignated Share shall have attached to it such preferred, qualified or other special
rights, privileges and conditions and be subject to such restrictions, whether in regard to
dividend, return of capital, redemption, conversion into Common Shares or voting or
otherwise, as the Board may determine on or before its allotment;
3.3.2 the Board may allot the Undesignated Shares in more than one series and, if it does so, may
name and designate each series in such manner as it deems appropriate to reflect the
particular rights and restrictions attached to that series, which may differ in all or any
respects from any other series of Undesignated Shares;
3.3.3 the particular rights and restrictions attached to any Undesignated Shares shall be recorded in
a resolution of the Board. The Board may at any time before the allotment of any
Undesignated Share by further resolution in any way amend such rights and restrictions or
Proxy Statement
A-5