Vistaprint 2008 Annual Report Download - page 184

136.3 references herein to the destruction of any document include references to the disposal thereof in
any manner.
UNTRACED SHAREHOLDERS
137. 137.1 The Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a
Shareholder or the shares to which a person is entitled by virtue of transmission on death,
bankruptcy, or, otherwise by operation of law if and provided that:
137.1.1 during a period of six (6) years, no dividend in respect of those shares has been claimed and at
least three (3) cash dividends have become payable on the share in question;
137.1.2 on or after expiry of that period of six (6) years, the Company has inserted an advertisement in a
newspaper circulating in the area of the last registered address at which service of notices upon the
Shareholder or person entitled by transmission may be effected in accordance with these
Bye-Laws and in a national newspaper published in the relevant country, giving notice of its
intention to sell such shares:
137.1.2.1 during that period of six (6) years and the period of three (3) months following the
publication of such advertisement, the Company has not received any communication
from such Shareholder or person entitled by transmission; and
137.1.2.2 if so required by the rules of any securities exchange upon which the shares in question
are listed for the time being, notice has been given to that exchange of the Company’s
intention to make such sale.
137.2 If during any six (6) year period referred to in paragraph 137.1 above, further shares have been
issued in right of those held at the beginning of such period or of any previously issued during such
period and all the other requirements of this Bye-Law (other than the requirement that they be in
issue for six (6) years) have been satisfied in regard to the further shares, the Company may also
sell the further shares.
137.3 To give effect to any such sale, the Board may authorise some person to execute an instrument of
transfer of the shares sold to, or in accordance with the directions of, the purchaser and an
instrument of transfer executed by that person shall be as effective as if it had been executed by the
holder of, or person entitled by transmission to, the shares. The transferee shall not be bound to see
to the application of the purchase money, nor shall his title to the shares be affected by any
irregularity in, or invalidity of, the proceedings in reference to the sale.
137.4 The net proceeds of sale shall belong to the Company which shall be obliged to account to the
former Shareholder or other person previously entitled as aforesaid for an amount equal to such
proceeds and shall enter the name of such former Shareholder or other person in the books of the
Company as a creditor for such amount- No trust shall be created in respect of the debt, no interest
shall be payable in respect of the same and the Company shall not be required to account for any
money earned on the net proceeds, which may be employed in the business of the Company or
invested in such investments as the Board from time to time thinks fit.
WINDING UP
138. If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company
and any other sanction required by the Companies Acts, divide amongst the Shareholders in specie or kind
the whole or any part of the assets of the Company (whether they shall consist of property of the same kind
or not) and may for such purposes set such values as he deems fair upon any property to be divided as
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