Vistaprint 2008 Annual Report Download - page 171

(including an adjourned meeting). A proxy need not be a Shareholder. The instrument appointing a proxy
shall be in writing executed by the appointor or his attorney authorised by him in writing or, if the
appointor is a corporation, either under its seal or executed by an officer, attorney or other person
authorised to sign the same.
79. A Shareholder which is a corporation may, by written authorisation, appoint any person (or two or more
persons in the alternative) as its representative to represent it and vote on its behalf at any general meeting
(including an adjourned meeting) and such a corporate representative may exercise the same powers on
behalf of the corporation which he represents as that corporation could exercise if it were an individual
Shareholder and the Shareholder shall for the purposes of these Bye-Laws be deemed to be present in
person at any such meeting if a person so authorised is present at it.
80. Any Shareholder may appoint a proxy or (if a corporation) representative for a specific general meeting,
and adjournments thereof, or may appoint a standing proxy or (if a corporation) representative, by serving
on the Company at the Registered Office, or at such place or places as the Board may otherwise specify for
the purpose, a proxy or (if a corporation) an authorisation. For the purposes of service on the Company
pursuant to this Bye-Law, the provisions of Bye-Law 134 as to service on Shareholders shall mutatis
mutandis apply to service on the Company. Any standing proxy or authorisation shall be valid for all
general meetings and adjournments thereof or resolutions in writing, as the case may be, until notice of
revocation is received at the Registered Office or at such place or places as the Board may otherwise
specify for the purpose. Where a standing proxy or authorisation exists, its operation shall be deemed to
have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or
in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from
time to time require such evidence as it shall deem necessary as to the due execution and continuing
validity of any standing proxy or authorisation and the operation of any such standing proxy or
authorisation shall be deemed to be suspended until such time as the Board determines that it has received
the requested evidence or other evidence satisfactory to it.
81. Subject to Bye-Law 80, the instrument appointing a proxy or corporate representative together with such
other evidence as to its due execution as the Board may from time to time require, shall be delivered at the
Registered Office (or at such place or places as may be specified in the notice convening the meeting or in
any notice of any adjournment or, in either case or the case of a resolution in writing, in any document sent
therewith) during such period as the Board may determine prior to the holding of the relevant meeting or
adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll
taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking
of the poll, or, in the case of a resolution in writing, prior to the effective date of the resolution in writing
and in default the instrument of proxy or authorisation shall not be treated as valid.
82. Instruments of proxy or authorisation shall be in any common form or in such other form as the Board may
approve and the Board may, if it thinks fit, send out with the notice of any meeting or any resolution in
writing forms of instruments of proxy or authorisation for use at that meeting or in connection with that
resolution in writing. The instrument of proxy shall be deemed to confer authority to demand or join in
demanding a poll, to speak at the meeting and to vote on any amendment of a resolution or amendment of a
resolution in writing put to the meeting for which it is given as the proxy thinks fit. The instrument of
proxy or authorisation shall, unless the contrary is stated therein, be valid as well for any adjournment of
the meeting as for the meeting to which it relates. If the terms of the appointment of a proxy include a
power of substitution, any proxy appointed by substitution under such power shall be deemed to be the
proxy of the Shareholder who conferred such power. All the provisions of these Bye-Laws relating to the
execution and delivery of an instrument or other form of communication appointing or evidencing the
appointment of a proxy shall apply, mutates mutandis, to the instrument or other form of communication
effecting or evidencing such an appointment by substitution.
83. A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid
notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the
instrument of proxy or of the corporate authority, provided that no intimation in writing of such death,
Proxy Statement
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