Vistaprint 2008 Annual Report Download - page 164

REGISTER OF DIRECTORS AND OFFICERS
35. The Secretary shall establish and maintain a register of the Directors and Officers of the Company as
required by the Companies Acts. The register of Directors and Officers shall be open to inspection in the
manner prescribed by the Companies Acts between 9:00 a.m. and 5:00 p.m. in Bermuda on every working
day.
TRANSFER OF SHARES
36. Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be
applicable, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual
common form or in any other form which the Board may approve.
37. The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share
is not fully-paid, the transferee. The transferor shall be deemed to remain the holder of the share until the
name of the transferee is entered in the Register in respect thereof. All instruments of transfer when
registered may be retained by the Company. The Board may, in its absolute discretion and without
assigning any reason therefor, decline to register any transfer of any share which is not a fully-paid share.
The Board may also decline to register any transfer unless:
37.1 the instrument of transfer is duly stamped (if required by law) and lodged with the Company, at
such place as the Board shall appoint for the purpose, accompanied by the certificate for the shares
(if any has been issued) to which it relates, and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer,
37.2 the instrument of transfer is in respect of only one class of share,
37.3 the instrument of transfer is in favour of less than five persons jointly and it is satisfied that all
applicable consents, authorisations, permissions or approvals of any governmental body or agency
in Bermuda or any other applicable jurisdiction required to be obtained under relevant law prior to
such transfer have been obtained.
Subject to any directions of the Board from time to time in force, the Secretary may exercise the
powers and discretions of the Board under this Bye-Law and Bye-Laws 36 and 38. The Board may
from time to time, in its discretion, suspend the provisions of Bye-Law 37.3 in its sole discretion.
38. If the Board declines to register a transfer it shall, within three (3) months after the date on which the
instrument of transfer was lodged, send to the transferee notice of such refusal.
39. No fee shall be charged by the Company for registering any transfer, probate, letters of administration,
certificate of death or marriage, power of attorney, order of court or other instrument relating to or
affecting the title to any share, or otherwise making an entry in the Register relating to any share, (except
that the Company may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed on it in connection with such transfer or entry).
TRANSMISSION OF SHARES
40. In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder,
and the estate representative, where he was sole holder, shall be the only person recognised by the
Company as having any title to his shares; but nothing herein contained shall release the estate of a
deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or
jointly with other persons. For the purpose of this Bye-Law, estate representative means the person to
whom probate or letters of administration has or have been granted in Bermuda or, failing any such person,
such other person as the Board may in its absolute discretion determine to be the person recognised by the
Company for the purpose of this Bye-Law.
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