Vistaprint 2008 Annual Report Download - page 167

NOTICE OF GENERAL MEETINGS
53. An Annual General Meeting shall be called by not less than twenty (20) clear days notice in writing and a
Special General Meeting shall be called by not less than ten (10) clear days notice in writing. The notice
shall specify the place, day and time of the meeting, (including any satellite meeting place arranged for the
purposes of Bye-Law 57) and, the nature of the business to be considered. Notice of every general meeting
shall be given in any manner permitted by Bye-Laws 134 or 135 to all Shareholders other than such as,
under the provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to
receive such notice from the Company and to each Director, and to any Resident Representative who or
which has delivered a written notice upon the Registered Office requiring that such notice be sent to him or
it.
54. The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out
with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of
a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the
proceedings at that meeting.
55. A Shareholder present, either in person or by proxy, at any meeting of the Company or of the holders of
any class of shares in the Company shall be deemed to have received notice of the meeting and, where
requisite, of the purposes for which it was called.
56. The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of
such cancellation or postponement shall be served in accordance with Bye-Law 134 upon all Shareholders
entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a
specific date, notice of the new meeting in accordance with Bye-Law 53.
GENERAL MEETINGS AT MORE THAN ONE PLACE
57. 57.1 The provisions of this Bye-Law shall apply if any general meeting is convened at or adjourned to
more than one place.
57.2 The notice of any meeting or adjourned meeting may specify the Specified Place and the Board shall
make arrangements for simultaneous attendance and participation in a satellite meeting at other
places (whether adjoining the Specified Place or in a different and separate place or places altogether
or otherwise) by Shareholders. The Shareholders present at any such satellite meeting place in
person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to
vote at, the general meeting in question if the chairman of the general meeting is satisfied that
adequate facilities are available throughout the general meeting to ensure that Shareholders attending
at all the meeting places are able to:
57.2.1 communicate simultaneously and instantaneously with the persons present at the other
meeting place or places, whether by use of microphones, loudspeakers, audio-visual or other
communications equipment or facilities; and
57.2.2 have access to all documents which are required by the Companies Acts and these
Bye-Laws to be made available at the meeting.
The chairman of the general meeting shall be present at, and the meeting shall be deemed to take
place at, the Specified Place. If it appears to the chairman of the general meeting that the facilities at
the Specified Place or any satellite meeting place are or become inadequate for the purposes referred
to above, then the chairman may, without the consent of the meeting, interrupt or adjourn the general
meeting. All business conducted at that general meeting up to the time of such adjournment shall be
valid.
Proxy Statement
A-15