BT 2015 Annual Report Download - page 217

215
Overview
The Strategic Report
Purpose and strategy Delivering our strategy Group performance Governance Financial statements Additional information
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The following is a summary of the principal provisions of BT’s Articles, a
cop of which has been filed with the eistrar of opanies.  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
b share certificates ie in certificated for or held in electronic
ieuncertificated for in  the electronic settleent sste in
the UK).
 adopted new rticles of ssociation with eect fro ctober 009
largely to take account of changes in UK company law brought about by
the opanies ct 00 00 ct. Under that ct the eorandu
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 passin a resolution to this eect at the . Under the
2006 Act, BT’s objects are unrestricted.
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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 deanded b the chairan of the eetin or b at least five
shareholders at the eetin who are entitled to vote or their proies
or by one or more shareholders at the meeting who are entitled to vote
or their proies and who have between the 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
ct 00 which confers upon public copanies the power to reuire
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.
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henever the share capital of the copan 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 writin of the holders of at least  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 uestion but at an adourned eetin
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.
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The company may by ordinary resolution:
i divide all or an of its share capital into shares with a saller
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 bu bac its own shares and
ii b special resolution reduce its share capital an capital
redemption reserve and any share premium account.
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The company’s shareholders can declare dividends by passing an
ordinary resolution provided that no dividend can exceed the amount
recoended b the directors. ividends ust be paid out of profits
available for distribution. f the oard considers 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.
he directors can oer ordinar shareholders the riht 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 ae this oer.
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.
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f the copan is wound up whether the liuidation is voluntar 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
dierent inds. or this purpose the liuidator can place whatever value
the liquidator considers fair on any property and decide how the division
is carried out between shareholders or dierent roups of shareholders.
The liquidator can also, with the same authority, transfer any assets
to trustees upon an trusts for the benefit of shareholders which the
liuidator decides. he liuidation of the copan 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.
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ertificated shares of the copan a be transferred in writin 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
eective b or on behalf of the person ain the transfer. he 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 for
i which is in favour of ore than four oint holders or
ii unless the transfer for to be reistered is properl staped to
show payment of any applicable stamp duty and delivered to the
copans reistered oce or an other place the oard decide.
he transfer ust 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.
ransfers of uncertificated shares ust be carried out usin a relevant
sste as defined in the Uncertificated ecurities eulations 001
the eulations. he oard can refuse to reister a transfer of an
uncertificated share in the circustances stated in the eulations.
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.
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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