Vistaprint 2008 Annual Report Download - page 173

86.4 Any Director retiring at an Annual General Meeting will be eligible for re-appointment and will
retain office until the close of the meeting at which he retires or (if earlier) until a resolution is
passed at that meeting not to fill the vacancy or the Resolution to re-appoint him is put to a vote at
the meeting and is lost.
86.5 If the Company, at the meeting at which a Director (of any class) retires by rotation or otherwise,
does not fill the vacancy, the retiring Director shall, if willing to act, be deemed to have been
re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the
re-appointment of the Director is put to the meeting and lost.
87. No person other than a Director retiring by rotation shall be appointed a Director at any general meeting
unless:
87.1 he is recommended by the Board or a committee of the Board; or
87.2 in the case of an Annual General Meeting, not less than 120 nor more than 150 days before the date
of the Company’s proxy statement released to Shareholders in connection with the prior year’s
Annual General Meeting, a notice executed by a Shareholder (not being the person to be proposed)
has been received by the Secretary of the Company of the intention to propose such person for
appointment, setting forth as to each person whom the Shareholder proposes to nominate for election
or reelection as a Director:
87.2.1 the name, age, business address and residence address of such person;
87.2.2 the principal occupation or employment of such person;
87.2.3 the class, series and number of shares of the Company which are beneficially owned by
such person;
87.2.4 particulars which would, if he were so appointed, be required to be included in the
Company’s register of Directors and Officers; and
87.2.5 all other information relating to such person that is required to be disclosed in solicitations
for proxies for the election of Directors pursuant to the Rules and Regulations of the
Securities and Exchange Commission under Section 14 of the Securities Exchange Act of
1934 of the United States of America (as amended), together with notice executed by such
person of his willingness to serve as a Director if so elected; provided, however, that no
Shareholder shall be entitled to propose any person to be appointed, elected or re-elected
Director at any special general meeting.
88. Except as otherwise authorised by the Companies Acts, the appointment of any person proposed as a
Director shall be effected by a separate Resolution. Subject to Bye-Law 85.3,the resolution appointing any
Director must designate the Director as a class I, class II or class III Director.
89. All Directors, upon election or appointment, except upon re-election or re-appointment at an Annual
General Meeting, must provide written acceptance of their appointment, in such form as the Board may
think fit, by notice in writing to the Registered Office within thirty days of their appointment.
90. The number of Directors shall be not less than three (3) and not more than seven (7) or such number in
excess thereof as the Board by resolution may from time to time determine. Any one or more vacancies in
the Board not filled at any general meeting shall be deemed casual vacancies for the purposes of these
Bye-Laws. Without prejudice to the power of the Company by resolution in pursuance of any of the
provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of
Directors remains in office, shall have power at any time and from time to time, subject to Bye-Law 85, to
appoint any individual to be a Director so as to fill a casual vacancy. A Director so appointed shall hold
office only until the next following Annual General Meeting and shall not be taken into account in
determining the Directors who are to retire by rotation at the meeting. If not reappointed at such Annual
General Meeting, he shall vacate office at the conclusion thereof. A Director shall not be entitled to
appoint an alternate director.
Proxy Statement
A-21