Vistaprint 2008 Annual Report Download - page 162

exceeds the amount of any such dividends or other monies as aforesaid then due or payable by the
Company, until such excess is paid to the Company.
Subject to the rights conferred upon the holders of any class of shares, nothing herein contained
shall prejudice or affect any right or remedy which any law may confer or purport to confer on the
Company and as between the Company and every such Shareholder as aforesaid, his estate
representative, executor, administrator and estate wheresoever constituted or situate, any right or
remedy which such law shall confer or purport to confer on the Company shall be enforceable by
the Company.
CALLS ON SHARES
20. The Board may from time to time make calls upon the Shareholders (for the avoidance of doubt, excluding
the Company in respect of any nil or partly paid shares held by the Company as treasury shares) in respect
of any monies unpaid on their shares (whether on account of the par value of the shares or’ by way of
premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such
terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen
(14) days notice specifying the time or times and place of payment) pay to the Company at the time or
times and place so specified the amount called on his shares. A call may be revoked or postponed as the
Board may determine.
21. A call may be made payable by installments and shall be deemed to have been made at the time when the
resolution of the Board authorising the call was passed.
22. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
23. If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof
the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment
thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at
liberty to waive payment of such interest wholly or in part.
24. Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or
in accordance with such terms of issue, whether on account of the nominal amount of the share or by way
of premium, shall for all the purposes of these Bye-Laws be deemed to be a call duly made, notified and
payable on the date on which, by the terms of issue, the same becomes payable and, in case of
non-payment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
25. The Board may on the issue of shares differentiate between the allottees or holders as to the amount of
calls to be paid and the times of payment.
FORFEITURE OF SHARES
26. If a Shareholder fails to pay any call or installment of a call on the day appointed for payment thereof, the
Board may at any time thereafter during such time as any part of such call or installment remains unpaid
serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with
any interest which may have accrued.
27. The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on
or before which, and the place where, the payment required by the notice is to be made and shall state that,
in the event of non-payment on or before the day and at the place appointed, the shares in respect of which
such call is made or installment is payable will be liable to be forfeited. The Board may accept the
surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to
forfeiture shall include surrender.
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