Vistaprint 2008 Annual Report Download - page 181

should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to
the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the
distribution any contract necessary or desirable for giving effect thereto and such appointment shall be
effective and binding upon the Shareholder’s.
RECORD DATES
128. Notwithstanding any other provisions of these Bye-Laws, the Company may fix by Resolution, or the
Board may fix, any date as the record date for any dividend, distribution, allotment or issue and for the
purpose of identifying the persons entitled to receive notices of general meetings. Any such record date
may be on or at any time not more than sixty (60) days before any date on which such dividend,
distribution, allotment or issue is declared, paid or made or not more than sixty (60) days nor less than ten
(10) days before the date of any such meetings.
129. In relation to any general meeting of the Company or of any class of Shareholder or to any adjourned
meeting or any poll taken at a meeting or adjourned meeting of which notice is given, the Board may
specify in the notice of meeting or adjourned meeting or in any document sent to Shareholders by or on
behalf of the Board in relation to the meeting, a time and date (a “record date”) which is not more than
sixty (60) days before the date fixed for the meeting (the “meeting date”) and, notwithstanding any
provision in these Bye-Laws to the contrary, in such case:
129.1 each person entered in the Register at the record date as a Shareholder, or a Shareholder of the
relevant class, (a “record date holder”) shall be entitled to attend and to vote at the relevant meeting
and to exercise all of the rights or privileges of a Shareholder, or a Shareholder of the relevant
class, in relation to that meeting in respect of the shares, or the shares of the relevant class,
registered in his name at the record date;
129.2 as regards any shares, or shares of the relevant class, which are registered in the name of a record
date holder at the record date but are not so registered at the meeting date (“relevant shares”), each
holder of any relevant shares at the meeting date shall be deemed to have irrevocably appointed that
record date holder as his proxy for the purpose of attending and voting in respect of those relevant
shares at the relevant meeting (with power to appoint, or to authorise the appointment of, some
other person as proxy), in such manner as the record date holder in his absolute discretion may
determine; and
129.3 accordingly, except through his proxy pursuant to Bye-Law 129.2 above, a holder of relevant
shares at the meeting date shall not be entitled to attend or to vote at the relevant meeting, or to
exercise any of the rights or privileges of a Shareholder, or a Shareholder of the relevant class, in
respect of the relevant shares at that meeting.
The entry of the name of a person in the Register as a record date holder shall be sufficient evidence of his
appointment as proxy in respect of any relevant shares for the purposes of this paragraph, but all the
provisions of these Bye-Laws relating to the execution and deposit of an instrument appointing a proxy or
any ancillary matter (including the Board’s powers and discretions relevant to such matter) shall apply to
any instrument appointing any person other than the record date holder as proxy in respect of any relevant
shares.
ACCOUNTING RECORDS
130. The Board shall cause to be kept proper records of account in accordance with the Companies Acts.
131. The records of account shall be kept at the Registered Office or at such other place or places as the Board
thinks fit, and shall at all times be open to inspection by the Directors or a Resident Representative,
PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an
Proxy Statement
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