Vistaprint 2008 Annual Report Download - page 185

aforesaid and may determine how such division shall be carried out as between the Shareholders or
different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of
such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like
sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets
upon which there is any liability.
INDEMNITY AND INSURANCE
139. Subject to the proviso below, every Indemnified Person shall be indemnified and held harmless out of the
assets of the Company against all liabilities, loss, damage or expense (including but not limited to
liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable
legal and other costs and expenses properly payable) incurred or suffered by him by or by reason of any act
done, conceived in or omitted in the conduct of the Company’s business or in the discharge of his duties
and the indemnity contained in this Bye-Law shall extend to any Indemnified Person acting in any office or
trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding
any defect in such appointment or election PROVIDED ALWAYS that the indemnity contained in this
Bye-Law shall not extend to any matter which would render it void pursuant to the Companies Acts.
140. No Indemnified Person shall be liable to the Company for the acts, defaults or omission of any other
indemnified Person. Subject to the proviso below, no Indemnified Person shall be liable for the acts,
receipts, neglects or defaults or any other Indemnified Person nor, so long as he has acted honestly and in
good faith with a view to the best interests of the Company, shall any Indemnified Person be liable in
respect of any negligence, default or breach of duty on his own part in relation to the Company or any
subsidiary of the Company, or for any loss, misfortune or damage which may happen, in or arising out of
the actual or purported execution or discharge of his duties or the exercise or purported exercise of his
powers or otherwise in relation to or in connection with his duties, powers or office PROVIDED
ALWAYS that the indemnity contained in this Bye-Law shall not extent to any matter which would render
it void pursuant to the Companies Acts.
141. Every Indemnified Person shall be indemnified out of the funds of the Company against all liabilities
incurred by him by or by reason of any act done, conceived in or omitted in the conduct of the Company’s
business or in the discharge of his duties, in defending any proceedings, whether civil or criminal, in which
judgement is given in his favour, or in which he is acquitted, or in connection with any application under
the Companies Acts in which relief from liability is granted to him by the court.
142. To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Bye-Laws in
respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of
the Company to reimburse the person making such payment (including the advance payment of other fees
or other costs) or effecting such discharge.
143. Each Shareholder and the Company agree to waive any claim or right of action he or it may at any time
have, whether individually or by or in the right of the Company, against any Indemnified Person on
account of any action taken by such Indemnified Person or the failure of such Indemnified Person to take
any action in the performance of his duties with or for the Company PROVIDED HOWEVER that such
waiver shall not apply to any claims or rights of action arising out of the fraud of such Indemnified Person
or to recover any gain, personal profit or advantage to which such Indemnified Person is not legally
entitled.
144. Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is
required pursuant to Bye-Laws 139 and 141 shall be paid by the Company in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Indemnified
Person to repay such amount if any allegation of fraud or dishonesty is proved against the Indemnified
Person and the Indemnified Person is therefore not entitled to be indemnified pursuant to Bye-Laws 139
and 141.
Proxy Statement
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