Vistaprint 2008 Annual Report Download - page 165

41. Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by
operation of applicable law may, subject as hereafter provided and upon such evidence being produced as
may from time to time be required by the Board as to his entitlement, either be registered himself as the
holder of the share or elect to have some person nominated by him registered as the transferee thereof. If
the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a
notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he
shall signify his election by signing an instrument of transfer of such share in favour of his nominee. All
the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the
registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid
as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the
notice or instrument of transfer was an instrument of transfer signed by such Shareholder.
42. A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by
operation of applicable law shall (upon such evidence being produced as may from time to time be
required by the Board as to his entitlement) be entitled to receive and may give a discharge for any
dividends or other monies payable in respect of the share, but he shall not be entitled in respect of the share
to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to
exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become
registered as the holder thereof. The Board may at any time give notice requiring such person to elect
either to be registered himself or to transfer the share and, if the notice is not complied with within sixty
days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of
the shares until the requirements of the notice have been complied with.
43. 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 Bye-Laws 40, 41 and 42.
INCREASE OF CAPITAL
44. The Company may from time to time increase its capital by such sum to be divided into shares of such par
value as the Company by Resolution shall prescribe.
45. The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall
be offered in the first instance either at par or at a premium or (subject to the provisions of the Companies
Acts) at a discount to all the holders for the time being of shares of any class or classes in proportion to the
number of such shares held by them respectively or make any other provision as to the issue of the new
shares.
46. The new shares shall be subject to all the provisions of these Bye-Laws with reference to lien, the payment
of calls, forfeiture, transfer, transmission and otherwise.
ALTERATION OF CAPITAL
47. The Company may from time to time by Resolution:
47.1 divide its shares into several classes and attach thereto respectively any preferential, deferred,
qualified or special rights, privileges or conditions;
47.2 consolidate and divide all or any of its share capital into shares of larger par value than its existing
shares;
47.3 sub-divide its shares or any of them into shares of smaller par value than is fixed by its
memorandum, so, however, that in the sub-division the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived;
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