BT 2013 Annual Report Download - page 186

184 Additional information
(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 a special 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 giving reasons
for its decision. This must be done as soon as possible and no later than two months after the company receives the transfer or instruction from the
operator of the relevant system.
(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 cashed 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. At least 21 clear days’ written notice must be given for every annual general meeting. For every other general
meeting, at least 14 clear days’ written notice must be given. The Board can specify in the notice of meeting a time by which a person must be
entered on the register of shareholders in order to have the right to attend or vote at the meeting. The time specified must not be more than
48 hours before the time fixed for the meeting.
(i) Limitations on rights of non-resident or foreign shareholders
The only limitation imposed by the Articles on the rights of non-resident or foreign shareholders is that a shareholder whose registered address is
outside the UK and who wishes to receive notices of meetings of shareholders or documents from BT must give the company an address within the
UK to which they may be sent.
(j) Directors
Directors’ remuneration
Excluding remuneration referred to below, each director will be paid such fee for his services as the Board decide, not exceeding £65,000 a year
and increasing by the percentage increase of the retail prices index (as defined by section 833(2) Income and Corporation Taxes Act 1988) for any
12-month period beginning 1 April 1999 or an anniversary of that date. The company may by ordinary resolution decide on a higher sum. This
resolution can increase the fee paid to all or any directors either permanently or for a particular period. The directors may be paid their expenses
properly incurred in connection with the business of the company.
The Board can award extra fees to a director who: holds an executive position; acts as chairman or deputy chairman; serves on a Board committee
at the request of the Board; or performs any other services which the Board consider extend beyond the ordinary duties of a director.