Vistaprint 2008 Annual Report Download - page 179

THE SEAL
117.
117.1 The Board may authorise the production of a common seal of the Company and one or more
duplicate common seals of the Company, which shall consist of a circular device with the name of
the Company around the outer margin thereof and the country and year of registration in Bermuda
across the centre thereof.
117.2 Any document required to be under seal or executed as a deed on behalf of the Company may be:
117.2.1 executed under the Seal in accordance with these Bye-Laws; or
117.2.2 signed or executed by any person authorised by the Board for that purpose, without the
use of the Seal.
117.3 The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the
Board or of a committee constituted by the Board. Subject to these Bye-Laws, any instrument to
which a Seal is affixed shall be attested by the signature of:
117.3.1 a Director; or
117.3.2 the Secretary; or
117.3.3 any one person authorised by the Board for that purpose.
DIVIDENDS AND OTHER PAYMENTS
118. The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to
the Shareholders according to their rights and interests, including such interim dividends as appear to the
Board to be justified by the position of the Company. The Board, in its discretion, may determine that any
dividend shall be paid in cash or shall be satisfied, subject to Bye-Law 126, in paying up in full shares in
the Company to be issued to the Shareholders credited as fully paid or partly paid or partly in one way and
partly the other. The Board may also pay any fixed cash dividend which is payable on any shares of the
Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the
Board, justifies such payment.
119. Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:
119.1 all dividends or distributions out of contributed surplus may be declared and paid according to the
amounts paid up on the shares in respect of which the dividend or distribution is paid, and an
amount paid up on a share in advance of calls may be treated for the purpose of this Bye-Law as
paid-up on the share;
119.2 dividends or distributions out of contributed surplus may be apportioned and paid pro rata
according to the amounts paid-up on the shares during any portion or portions of the period in
respect of which the dividend or distribution is paid.
120. The Board may deduct from any dividend, distribution or other monies payable to a Shareholder by the
Company on or in respect of any shares all sums of money (if any) presently payable by him to the
Company on account of calls or otherwise in respect of shares of the Company.
121. No dividend, distribution or other monies payable by the Company on or in respect of any share shall bear
interest against the Company.
122. Any dividend, distribution or interest, or part thereof payable in cash, or any other sum payable in cash to
the holder of shares may be paid by cheque or warrant sent through the post or by courier addressed to the
holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name
Proxy Statement
A-27