Vistaprint 2008 Annual Report Download - page 166

47.4 make provision for the issue and allotment of shares which do not carry any voting rights;
47.5 cancel shares which, at the date of the passing of the Resolution in that behalf, have not been taken
or agreed to be taken by any person, and diminish the amount of its share capital by the amount of
the shares so cancelled, and
47.6 change the currency denomination of its share capital.
Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law,
the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the
shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the
Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise
some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to
see to the application of the purchase money nor shall his title to the shares be affected by any irregularity
or invalidity in the proceedings relating to the sale.
48. Subject to the Companies Acts and to any confirmation or consent required by law or these Bye-Laws, the
Company may by Resolution from time to time convert any preference shares into redeemable preference
shares.
REDUCTION OF CAPITAL
49. Subject to the Companies Acts, its memorandum and any confirmation or consent required by law or these
Bye-Laws, the Company may from time to time by Resolution authorise the reduction of its issued share
capital or any share premium account in any manner.
50. In relation to any such reduction, the Company may by Resolution determine the terms upon which such
reduction is to be effected including, in the case of a reduction of part only of a class of shares, those shares
to be affected.
GENERAL MEETINGS AND RESOLUTIONS IN WRITING
51. The Board shall convene and the Company shall hold general meetings as Annual General Meetings in
accordance with the requirements of the Companies Acts at such times and places as the Board shall
appoint. The Board may, whenever it thinks fit, and shall, when requisitioned by shareholders pursuant to
the provisions of the Companies Acts, convene general meetings other than Annual General Meetings,
which shall be called Special General Meetings, at such time and place as the Board may appoint.
52. 52.1 Except in the case of the removal of auditors or Directors, anything which may be done by resolution
of the Shareholders in general meeting may, without a meeting and without any previous notice
being required, be done by resolution in writing, signed by all of the Shareholders or their proxies, or
in the case of a Shareholder that is a corporation (whether or not a company within the meaning of
the Companies Acts) on behalf of such Shareholder, being all of the Shareholders of the Company
who at the date of the resolution in writing would be entitled to attend a meeting and vote on the
Resolution. Such resolution in writing may be signed in as many counterparts as may be necessary.
52.2 For the purposes of this Bye-Law, the date of the resolution in writing is the date when the
Resolution is signed by, or on behalf of, the last Shareholder to sign and any reference in any
enactment to the date of passing of a Resolution is, in relation to a resolution in writing made in
accordance with this section, a reference to such date.
52.3 A resolution in writing made in accordance with this Bye-Law is as valid as if it had been passed by
the Company in general meeting or, if applicable, by a meeting of the relevant class of Shareholders
of the Company, as the case may be. A resolution in writing made in accordance with this Bye-Law
shall constitute minutes for the purposes of the Companies Acts and these Bye-Laws.
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