Vistaprint 2008 Annual Report Download - page 186

145. Without prejudice to the provisions of Bye-Laws 139 and 141, the Board shall have the power to purchase
and maintain insurance for or for the benefit of any Indemnified Person or any persons who are or were at
any time Directors, Officers, employees of the Company, or of any other company which is its holding
company or in which the Company or such holding company has any interest whether direct or indirect or
which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the
Company or any such other company, or who are or were at any time trustees of any pension fund in which
employees of the Company or any such other company or subsidiary undertaking are interested, including
(without prejudice to the generality of the foregoing) insurance against any liability incurred by such
persons in respect of any act or omission in the actual or purported execution or discharge of their duties or
in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or
offices in relation to the Company or any such other company, subsidiary undertaking or pension fund.
AMALGAMATION
146. Any resolution proposed for consideration at any general meeting to approve the amalgamation of the
Company with any other company, wherever incorporated, shall require the approval of
146.1 the Board, by resolution adopted by a majority of Directors then in office, and
146.2 the Shareholders, by resolution passed by a majority of votes cast at such meeting and the quorum
for such meeting shall be that required in Bye-Law 58.
CONTINUATION
147. Subject to the Companies Acts, the Company may with the approval of:
147.1 the Board, by resolution adopted by a majority of Directors then in office, and
147.2 the Shareholders by resolution passed by a majority of votes cast at the general meeting, approve
the discontinuation of the Company in Bermuda and the continuation of the Company in a
jurisdiction outside Bermuda.
ALTERATION OF BYE-LAWS
148. 148.1 Subject to Bye-Laws 148.2, these Bye-Laws may be revoked or amended only by the Board, which
may from time to time revoke or amend them in any way by a resolution of the Board, but no such
revocation or amendment shall be operative unless and until it is approved at a subsequent general
meeting of the Company by the Shareholders by resolution passed by a majority of votes cast.
148.2 Unless the Board has, by a resolution passed by a majority of the Directors then in office and
eligible to vote on that resolution, approved a revocation or amendment of Bye-Laws 85, 86, 87,
88, 89, 90, 91, 146, 147 or l48 inclusive, the revocation or amendment will not be effective unless
approved by a Resolution of Shareholders holding not less than 80 per cent of the issued shares of
the Company carrying the right to vote at general meetings at the relevant time.
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