BT 2009 Annual Report Download - page 156

ADDITIONAL INFORMATION FINANCIAL STATEMENTS REPORT OF THE DIRECTORS BUSINESS AND FINANCIAL REVIEWS OVERVIEW
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
154 BT GROUP PLC ANNUAL REPORT & FORM 20-F
(c) Changes in capital
The company may by ordinary resolution:
(i) consolidate and divide all or any of its share capital into shares of a larger amount;
(ii) divide all or part of its share capital into shares of a smaller amount;
(iii) cancel any shares which have not, at the date of the ordinary resolution, been taken or agreed to be taken by any person and reduce
the amount of its share capital by the amount of the shares cancelled; and
(iv) increase its share capital.
The company may also:
(i) buy back its own shares; and
(ii) by special resolution reduce its share capital, any capital redemption reserve and any share premium account.
(d) Dividends
The company’s shareholders can declare dividends by passing an ordinary resolution provided that no dividend can exceed the amount
recommended by the directors. Dividends must be paid out of profits available for distribution. If the directors consider that the profits of
the company justify such payments, they can pay interim dividends on any class of shares of the amounts and on the dates and for the
periods they decide. Fixed dividends will be paid on any class of shares on the dates stated for the payments of those dividends.
The directors can offer ordinary shareholders the right to choose to receive new ordinary shares, which are credited as fully paid, instead
of some or all of their cash dividend. Before they can do this, the company’s shareholders must have passed an ordinary resolution
authorising the directors to make this offer.
Any dividend which has not been claimed for ten years after it was declared or became due for payment will be forfeited and will belong
to the company unless the directors decide otherwise.
(e) Distribution of assets on winding up
If the company is wound up (whether the liquidation is voluntary, under supervision of the court or by the court) the liquidator can, with the
authority of an extraordinary resolution passed by the shareholders, divide among the shareholders all or any part of the assets of the
company. This applies whether the assets consist of property of one kind or different kinds. For this purpose, the liquidator can place whatever
value the liquidator considers fair on any property and decide how the division is carried out between shareholders or different groups of
shareholders. The liquidator can also, with the same authority, transfer any assets to trustees upon any trusts for the benefit of shareholders
which the liquidator decides. The liquidation of the company can then be finalised and the company dissolved. No past or present shareholder
can be compelled to accept any shares or other property under the Articles which could give that shareholder a liability.
(f) Transfer of shares
Certificated shares of the company may be transferred in writing either by an instrument of transfer in the usual standard form or in
another form approved by the Board. The transfer form must be signed or made effective by or on behalf of the person making the
transfer. The person making the transfer will be treated as continuing to be the holder of the shares transferred until the name of the
person to whom the shares are being transferred is entered in the register of members of the company.
The Board may refuse to register any transfer of any share held in certificated form:
(i) which is in favour of more than four joint holders; or
(ii) unless the transfer form to be registered is properly stamped to show payment of any applicable stamp duty and delivered to the
company’s registered office or any other place the Board decide. The transfer must have with it the share certificate for the shares to
be transferred; any other evidence which the Board ask for to prove that the person wanting to make the transfer is entitled to do this;
and if the transfer form is executed by another person on behalf of the person making the transfer, evidence of the authority of that
person to do so.
Transfers of uncertificated shares must be carried out using a relevant system (as defined in the Uncertificated Securities Regulations 2001
(the Regulations)). The Board can refuse to register a transfer of an uncertificated share in the circumstances stated in the Regulations.
If the Board decide not to register a transfer of a share, the Board must notify the person to whom that share was to be transferred no
later than two months after the company receives the transfer or instruction from the operator of the relevant system.
The Board can decide to suspend the registration of transfers, for up to 30 days a year, by closing the register of shareholders. The
register must not be closed without the consent of the operator of a relevant system (as defined in the Regulations) in the case of
uncertificated shares.
(g) Untraced shareholders
BT may sell any shares after advertising its intention and waiting for three months if the shares have been in issue for at least ten years,
during that period at least three dividends have become payable on them and have not been claimed and BT has not heard from the
shareholder or any person entitled to the dividends by transmission. The net sale proceeds belong to BT, but it must pay those proceeds to
the former shareholder or the person entitled to them by transmission if that shareholder, or that other person, asks for them.
(h) General meetings of shareholders
Every year the company must hold an annual general meeting. The Board can call a general meeting at any time and, under general law,
must call one on a shareholders’ requisition.
ADDITIONAL INFORMATION