Vistaprint 2008 Annual Report Download - page 170

69. The Board may, before any meeting of the Shareholders, determine the manner in which the poll is to be
taken and the manner in which the votes are to be counted, which may include provision for votes to be
cast by electronic means by persons present in person or by proxy at the meeting, for the appointment of
scrutineers and for fixing a time and place for declaring the results of the poll. To the extent not so
determined by the Board, such matters shall be determined by the chairman of the meeting. A person
appointed to act as a scrutineer need not be a Shareholder.
70. On a poll, votes may be cast either personally or by proxy.
71. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in
the same way.
72. In the case of an equality of votes at a general meeting, the chairman of such meeting shall not be entitled
to a second or casting vote and the resolution shall fail.
73. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the Register in respect of the joint
holding.
74. Subject to Bye-Law 75, a Shareholder who is a patient for any purpose of any statute or applicable law
relating to mental health or in respect of whom an order has been made by any Court having jurisdiction
for the protection or management of the affairs of persons incapable of managing their own affairs may
vote by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or
curator bonis appointed by such Court and such receiver, committee, curator bonis or other person may
vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of
general meetings.
75. Evidence to the satisfaction of the Board of the authority of any person claiming the right to vote under
Bye-Law 74, shall be produced at the Registered Office (or at such other place as may be specified for the
deposit of instruments of proxy) not later than the last time by which an instrument appointing a proxy
must be deposited in order to be valid for use at the meeting or adjourned meeting or on the holding of the
poll at or on which that person proposes to vote and, in default, the right to vote shall not be exercisable.
76. No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting
unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
77. If:
77.1 any objection shall be raised to the qualification of any voter; or,
77.2 any votes have been counted which ought not to have been counted or which might have been
rejected; or,
77.3 any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution
unless the same is raised or pointed out at the meeting or; as the case may be, the adjourned meeting at
which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be
referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution
if the chairman decides that the same may have affected the decision of the meeting. The decision of the
chairman on such matters shall be final and conclusive.
PROXIES AND CORPORATE REPRESENTATIVES
78. A Shareholder may appoint one or more persons as his proxy, with or without the power of substitution, to
represent him and vote on his behalf in respect of all or some only of his shares at any general meeting
A-18