Vistaprint 2008 Annual Report Download - page 160

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CERTIFICATES
11. Shares may only be issued in registered form. Share certificates shall be issued by the Company unless, in
respect of a class of shares or for any share held by, or by the nominee of, any securities exchange or
depository or any operator of any clearance system except at the request of any such person, the Board has
either for all or for some holders of such shares (who may be determined in such manner as the Board
thinks fit) determined that the holder of such shares shall not be entitled to share certificates. In the case of
a share held jointly by several persons, delivery of a certificate in their joint names to one of several joint
holders shall be sufficient delivery to all.
12. Share certificates shall be in such form as the Board may from time to time prescribe, subject to the
requirements of the Companies Act. No fee shall be charged by the Company for issuing a share
certificate.
13. If a share certificate is defaced, lost or destroyed, it may be replaced without fee but on such terms (if any)
as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in
investigating such evidence and preparing such indemnity as the Board may think fit and, in case of
defacement, on delivery of the old certificate to the Company.
14. All certificates for share or loan capital or other securities of the Company (other than letters of allotment,
scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the
time being relating thereto otherwise provide, be in such form as the Board may determine, and issued
either under the seal or signed by a Director, the Secretary or any person authorised by the Board for that
purpose. The Board may by resolution determine, either generally or in any particular case, that any
signatures on any such certificates need not be autographic but may be affixed to such certificates by some
mechanical means or may be printed thereon or that such certificates need not be signed by any persons, or
may determine that a representation of the Seal may be printed on any such certificates. If any person
holding an office in the Company who has signed, or whose facsimile signature has been used on, any
certificate ceases for any reason to hold his office, such certificate may nevertheless be issued as though
that person had not ceased to hold such office.
15. Nothing in these Bye-Laws shall prevent title to any securities of the Company from being evidenced and/
or transferred without a written instrument in accordance with regulations made from time to time in this
regard under the Companies Acts or by an appointed agent in accordance therewith, and the Board shall
have power to implement any arrangements which it may think fit for such evidencing and/or transfer
which accord with those regulations.
LIEN
16. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all
monies, whether presently payable or not, called or payable, at a date fixed by or in accordance with the
terms of issue of such share in respect of such share, and the Company shall also have a first and
paramount lien on every share (other than a fully paid share) standing registered in the name of a
Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such
Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice
to the Company of any interest of any person other than such Shareholder, and whether the time for the
payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are
joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or
not. The Company’s lien on a share shall extend to all dividends payable thereon. The Board may at any
time, either generally or in any particular case, waive any lien that has arisen or declare any share to be
wholly or in part exempt from the provisions of this Bye-Law.
A-8