Vistaprint 2008 Annual Report Download - page 159

MODIFICATION OF RIGHTS
5.Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of
shares for the time being issued may from time to time (whether or not the Company is being wound up)
be altered or abrogated with the sanction of a resolution passed at a separate general meeting of the holders
of such shares voting in person or by proxy by a majority of all issued shares of that class entitled to vote at
such meeting. To any such separate general meeting, all the provisions of these Bye-Laws as to general
meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be two or
more persons holding or representing by proxy the majority of the shares of the relevant class, that every
holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him
and that any holder of shares of the relevant class present in person or by proxy may demand a poll;
provided, however, that if the Company or a class of Shareholders shall have only one Shareholder, one
Shareholder present in person or by proxy shall constitute the necessary quorum.
6. For the purposes of this Bye-Law, unless otherwise expressly provided by the rights attached to any shares
or class of shares, those rights attaching to any class of shares for the time being shall not be deemed to be
altered by:
6.1 the creation or issue of further shares ranking pari passu with them;
6.2 the creation or issue for full value (as determined by the Board) of further shares ranking as regards
participation in the profits or assets of the Company or otherwise in priority to them; or
6.3 the purchase or redemption by the Company of any of its own shares.
SHARES
7. Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of
the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot,
grant options over or otherwise dispose of them to such persons, at such times and for such consideration
and upon such terms and conditions as the Board may determine.
7A. Subject to the provisions of these Bye-laws, any shares of the Company held by the Company as treasury
shares shall be at the disposal of the Board, which may hold all or any of the shares, dispose of or transfer
all or any of the shares for cash or other consideration, or cancel all or any of the shares.
8. The Board may in connection with the issue of any shares exercise all powers of paying commission and
brokerage conferred or permitted by law. Subject to the provisions of the Companies Acts, any such
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly
paid shares or partly in one way and partly in the other.
9. Shares may be issued in fractional denominations and in such event the Company shall deal with such
fractions to the same extent as its whole shares, so that a share in a fractional denomination shall have, in
proportion to the fraction of a whole share that it represents, all the rights of a whole share, including (but
without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions
and to participate in a winding-up.
10. Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised
by the Company as holding any share upon trust and the Company shall not be bound by or required in any
way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in
any share or in any fractional part of a share or (except only as otherwise provided in these Bye-Laws or by
law) any other right in respect of any share except an absolute right to the entirety thereof in the registered
holder.
Proxy Statement
A-7