BT 2009 Annual Report Download - page 155

ADDITIONAL INFORMATION FINANCIAL STATEMENTS REPORT OF THE DIRECTORS BUSINESS AND FINANCIAL REVIEWS OVERVIEW
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
153BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION
Share buy back
The following table gives details of the purchase by BT of its own shares during 2009. The share buy back programme was suspended with
effect from 31 July 2008.
Total number of Maximum number of
shares purchased as shares that may yet
Average price paid part of publicly be purchased under
Total number of per share (pence – net announced plans or the plan or
Calendar monthashares purchased of dealing costs) programmes programmesb
April 2008 39,630,000 £2.20 39,630,000 380,062,309
May 2008 24,200,000 £2.26 24,200,000 355,862,309
June 2008 48,188,225 £2.14 48,188,255 307,674,084
July 2008 30,590,000 £2.02 30,590,000 277,084,084
142,608,225 £2.15 142,608,225 277,084,084
aPurchases made from April 2008 to 16 July 2008 were made in accordance with a resolution passed at the AGM held on 19 July 2007.
bPurchases from 17 July 2008 to 25 July 2008 were made in accordance with a resolution passed at the AGM on 16 July 2008.
Memorandum and Articles of Association
The following is a summary of the principal provisions of BT’s memorandum and articles of association (‘Memorandum’ and ‘Articles’), a
copy of which has been filed with the Registrar of Companies.
Memorandum
The Memorandum provides that the company’s principal objects are, among other things, to carry on any business of running, operating,
managing and supplying telecommunication systems and systems of any kind for conveying, receiving, storing, processing or transmitting
sounds, visual images, signals, messages and communications of any kind.
Articles
In the following description of the rights attaching to the shares in the company, a ‘holder of shares’ and a ‘shareholder’ is, in either case,
the person entered on the company’s register of members as the holder of the relevant shares. Shareholders can choose whether their
shares are to be evidenced by share certificates (ie in certificated form) or held in electronic (ie uncertificated) form in CREST (the
electronic settlement system in the UK).
(a) Voting rights
Subject to the restrictions described below, on a show of hands, every shareholder present in person or by proxy at any general meeting
has one vote and, on a poll, every shareholder present in person or by proxy has one vote for each share which they hold.
Voting at any meeting of shareholders is by a show of hands unless a poll is demanded by the chairman of the meeting or by at least five
shareholders at the meeting who are entitled to vote (or their proxies), or by one or more shareholders at the meeting who are entitled to vote
(or their proxies) and who have, between them, at least 10% of the total votes of all shareholders who have the right to vote at the meeting.
No person is, unless the Board decide otherwise, entitled to attend or vote at any general meeting or to exercise any other right
conferred by being a shareholder if they or any person appearing to be interested in those shares has been sent a notice under section 793
of the Companies Act 2006 (which confers upon public companies the power to require information with respect to interests in their
voting shares) and they or any interested person has failed to supply to the company the information requested within 14 days after
delivery of that notice. These restrictions end seven days after the earlier of the date the shareholder complies with the request
satisfactorily or the company receives notice that there has been an approved transfer of the shares.
(b) Variation of rights
Whenever the share capital of the company is split into different classes of shares, the special rights attached to any of those classes can be
varied or withdrawn either:
(i) with the sanction of an extraordinary resolution passed at a separate meeting of the holders of the shares of that class; or
(ii) with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class.
At any separate meeting, the necessary quorum is two persons holding or representing by proxy not less than one-third in nominal amount
of the issued shares of the class in question (but at any adjourned meeting, any person holding shares of the class or his proxy is a quorum).
The company can issue new shares and attach any rights and restrictions to them, as long as this is not restricted by special rights
previously given to holders of any existing shares. Subject to this, the rights of new shares can take priority over the rights of existing
shares, or existing shares can take priority over them, or the new shares and the existing shares can rank equally.