Vistaprint 2008 Annual Report Download - page 180

stands first in the Register in respect of the shares at his registered address as appearing in the Register or
addressed to such person at such address as the holder or joint holders may in writing direct. Every such
cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of
the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register
in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the
bank on which it is drawn shall constitute a good discharge to the Company.
Any one of two or more joint holders may give effectual receipts for any dividends, distributions or other
monies payable or property distributable in respect of the shares held by such joint holders.
123. Any dividend or distribution out of contributed surplus unclaimed for a period of six (6) years from the
date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and
the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in
respect of the share into a separate account shall not constitute the Company a trustee in respect thereof.
124. The Board may also, in addition to its other powers, direct payment or satisfaction of any dividend or
distribution out of contributed surplus wholly or in part by the distribution of specific assets, and in
particular of paid-up shares or debentures of any other company, and where any difficulty arises in regard
to such distribution or dividend, the Board may settle it as it thinks expedient, and in particular, may
authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the
value for distribution or dividend purposes of any such specific assets and may determine that cash
payments shall be made to any Shareholders upon the footing of the values so fixed in order to secure
equality of distribution and may vest any such specific assets in trustees as may seem expedient to the
Board, provided that such dividend or distribution may not be satisfied by the distribution of any partly
paid shares or debentures of any company without the sanction of a Resolution.
RESERVES
125. The Board may, before declaring any dividend or distribution out of contributed surplus, set aside such
sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any
purpose of the Company and pending such application may, also at such discretion, either be employed in
the business of the Company or be invested in such investments as the Board may from time to time think
fit. The Board may also without placing the same to reserve carry forward any sums which it may think it
prudent not to distribute.
CAPITALISATION OF PROFITS
126. The Board may from time to time resolve to capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund which is available for distribution or to the credit of any share
premium account and accordingly that such amount be set free for distribution amongst the Shareholders
or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the
same proportions, on the footing that the same be not paid in cash but be applied either in or towards
paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders
respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to
be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way and
partly in the other, provided that for the purpose of this Bye-Law, a share premium account may be applied
only in paying up of unissued shares to be issued to such Shareholders credited as fully paid.
127. Where any difficulty arises in regard to any distribution under the last preceding Bye-Law, the Board may
settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any
fractions or may resolve that the distribution should be as nearly as may be practicable in the correct
proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments
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