BT 2014 Annual Report Download - page 200

197
Additional information
Additional information
Articles of Association (Articles)
The following is a summary of the principal provisions of BT’s Articles,
a copy of which has been led with the Registrar of Companies.
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 certicates (i.e. in certicated form) or held in
electronic (ieuncerticated) form in CREST (the electronic
settlement system in the UK).
BT adopted new Articles of Association with eect from October 2009,
largely to take account of changes in UK company law brought about by
the Companies Act 2006 (2006 Act). Under that Act, the Memorandum
of Association serves a more limited role as historical evidence of the
formation of the company. Since October 2009, the provisions in
relation to objects in BT’s Memorandum are deemed to form part of
BT’s Articles, and have been deleted from those Articles because of
shareholders passing a resolution to this eect at the AGM. Under the
2006 Act, BT’s objects are unrestricted.
(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 ve
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 decides 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 dierent classes
of shares, the special rights attached to any of those classes can be
varied or withdrawn either
(i) with the sanction of a special 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.
(c) Changes in capital
The company may by ordinary resolution
(i) divide all or any of its share capital into shares with a smaller
nominal value and
(ii) consolidate and divide all or part of its share capital into shares
of a larger nominal value.
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.
ShareGift
Small parcels of shares, which may be uneconomic to sell on their own, can be donated to ShareGift – the share donation charity (Registered Charity
number 1052686). ShareGift transfers these holdings into their name, aggregates them, and uses the proceeds to support a wide range of UK
registered charities based on donor suggestion. They can also accept larger donations of shares.
If you would like further details about ShareGift, please visit www.sharegift.org , email helpsharegift.org or telephone them on 020 7930 3737.
Exchange rates
BT publishes its consolidated nancial statements expressed in Sterling. The following tables provide certain information concerning the exchange
rates between Sterling and US Dollars based on the noon buying rate in New York City for cable transfers in Sterling as certied for customs purposes
by the Federal Reserve Bank of New York (the Noon Buying Rate).
Year ended 31 March 2014 2013 2012 2011 2010
Period end 1.67 1.52 1.60 1.60 1.52
Averagea1.60 1.58 1.61 1.56 1.55
High 1.68 1.63 1.67 1.64 1.64
Low 1.48 1.49 1.53 1.43 1.49
a The average of the Noon Buying Rates in eƪect on the last day of each month during the relevant period.
Month
April
2014
March
2014
February
2014
January
2014
December
2013
High 1.69 1.67 1.68 1.66 1.66
Low 1.65 1.65 1.63 1.63 1.63
On 2 May 2014, the latest practicable date for this Annual Report, the Noon Buying Rate was US$1.69 to £1.00.