Vistaprint 2008 Annual Report Download - page 158

vary or revoke its designation. A copy of any such resolution or amending resolution for the
time being in force shall be annexed as an appendix to (but shall not form part of) these
Bye-Laws; and
3.3.4 the Board shall not attach to any Undesignated Share any rights or restrictions which would
alter or abrogate any of the special rights attached to any other class of series of shares for the
time being in issue without such sanction as is required for any alteration or abrogation of
such rights, unless expressly authorised to do so by the rights attaching to or by the terms of
issue of such shares.
3.4 Without limiting the foregoing and subject to the Companies Acts, the Company may issue
preference shares (including any preference shares created pursuant to Bye-Law 3.3) which:
3.4.1 are liable to be redeemed on the happening of a specified event or events or on a given date
or dates and/or;
3.4.2 are liable to be redeemed at the option of the Company and/or, if authorised by the
Memorandum of Association of the Company, at the option of the holder.
3.5 The terms and manner of the redemption of any redeemable shares created pursuant to Bye-Law 3.3
shall be as the Board may by resolution determine before the allotment of such shares and the terms
and manner of redemption of any other redeemable preference shares shall be as the Board may by
resolution determine, in either case, before the allotment of such shares. A copy of any such
resolution of the Board for the time being in force shall be attached as an appendix to (but shall not
form part of) these Bye-Laws.
3.6 The terms of any redeemable preference shares (including any redeemable preference shares created
pursuant to Bye-Law 3.3) may provide for the whole or any part of the amount due on redemption to
be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.
3.7 Subject to the foregoing and to any special rights conferred on the holders of any share or class of
shares, any share in the Company may be issued with or have attached thereto such preferred,
deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise, as the Company may by Resolution determine or, if there has not been
any such determination or so far as the same shall not make specific provision, as the Board may
determine.
4. The Board may, at its discretion and without the sanction of a Resolution, authorise the purchase by the
Company of its own shares, of any class, at any price (whether at par or above or below par), and any
shares to be so purchased may be selected in any manner whatsoever, upon such terms as the Board may in
its discretion determine, provided always that such purchase is effected in accordance with the provisions
of the Companies Acts. The whole or any part of the amount payable on any such purchase may be paid or
satisfied otherwise than in cash, to the extent permitted by the Companies Acts.
4A. The Board may, at its discretion and without the sanction of a Resolution, authorise the acquisition by the
Company of its own shares, of any class, at any price (whether at par or above or below par), and any
shares to be purchased may be selected in any manner whatsoever, to be held as treasury shares, upon such
terms as the Board may in its discretion determine, provided always that such acquisition is effected in
accordance with the provisions of the Companies Acts. The whole or any part of the amount payable on
any such acquisition may be paid or satisfied otherwise than in cash, to the extent permitted by the
Companies Acts. The Company shall be entered in the Register as a Shareholder in respect of the shares
held by the Company as treasury shares and shall be a Shareholder of the Company but subject always to
the provisions of the Companies Acts and for the avoidance of doubt the Company shall not exercise any
rights and shall not enjoy or participate in any of the rights attaching to those shares save as expressly
provided for in the Companies Acts.
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