Barclays 2011 Annual Report Download - page 279

(xiii) The Board may exercise all of the powers of the Company to borrow
money, to mortgage or charge its undertaking, property and uncalled
capital and to issue debentures and other securities.
Classes of Shares
The Company only has Ordinary Shares in issue. The Articles also provide
for sterling preference shares of £100 each, dollar preference shares of
US$100 each, dollar preference shares of US$0.25 each, euro preference
shares of €100 each and yen preference shares of ¥10,000 each (together,
the Preference Shares). In accordance with the authority granted at the
AGM, Preference Shares may be issued by the Board from time to time in
one or more series with such rights and subject to such restrictions and
limitations as the Board may determine. No Preference Shares have been
issued to date. The Articles contain provisions to the following effect:
(i) Dividends
Subject to the provisions of the Articles and applicable legislation, the
Company in General Meeting may declare dividends on the Ordinary
Shares by ordinary resolution, but such dividend may not exceed the
amount recommended by the Board. The Board may also pay interim or
final dividends if it appears they are justified by the Company’s financial
position.
Each Preference Share confers the right to a non-cumulative preferential
dividend (Preference Dividend) payable in such currency at such rates
(whether fixed or calculated by reference to or in accordance with a
specified procedure or mechanism), on such dates and on such other
terms as may be determined by the Board prior to allotment thereof.
The Preference Shares rank in regard to payment of dividend in priority to
the holders of Ordinary Shares and any other class of shares in the
Company ranking junior to the Preference Shares.
Dividends may be paid on the Preference Shares if, in the opinion of the
Board, the Company has sufficient distributable profits, after payment in
full or the setting aside of a sum to provide for all dividends payable on (or
in the case of shares carrying a cumulative right to dividends, before) the
relevant dividend payment date on any class of shares in the Company
ranking pari passu with or in priority to the relevant series of Preference
Shares as regards participation in the profits of the Company.
If the Board considers that the distributable profits of the Company
available for distribution are insufficient to cover the payment in full of
Preference Dividends, Preference Dividends shall be paid to the extent of
the distributable profits on a pro rata basis.
Notwithstanding the above, the Board may, at its absolute discretion,
determine that any Preference Dividend which would otherwise be
payable may either not be payable at all or only payable in part.
If any Preference Dividend on a series of Preference Shares is not paid, or is
only paid in part, for the reasons described above, holders of Preference
Shares will not have a claim in respect of such non-payment.
If any dividend on a series of Preference Shares is not paid in full on the
relevant dividend payment date, a dividend restriction shall apply. The
dividend restriction means that, subject to certain exceptions, neither the
Company nor Barclays Bank may (a) pay a dividend on, or (b) redeem,
purchase, reduce or otherwise acquire, any of their respective ordinary
shares, other preference shares or other share capital ranking equal or
junior to the relevant series of Preference Shares until the earlier of such
time as the Company next pays in full a dividend on the relevant series of
Preference Shares or the date on which all of the relevant series of
Preference Shares are redeemed.
All unclaimed dividends payable in respect of any share may be invested or
otherwise made use of by the Board for the benefit of the Company until
claimed. If a dividend is not claimed after 12 years of it becoming payable,
it is forfeited and reverts to the Company.
The Board may (although it currently does not), with the approval of an
ordinary resolution of the Company, offer shareholders the right to choose
to receive an allotment of additional fully paid Ordinary Shares instead of
cash in respect of all or part of any dividend.
(ii) Voting
Every member who is present in person or by proxy or represented at any
general meeting of the Company, and who is entitled to vote, has one vote
on a show of hands (when a proxy is appointed by more than one
member, the proxy will have one vote for and one vote against a resolution
if he has received instructions to vote for the resolution by one or more
members and against the resolution by one or more members). On a poll,
every member who is present or represented and who is entitled to vote
has one vote for every share held. In the case of joint holders, only the vote
of the senior holder (as determined by order in the share register) or his
proxy may be counted. If any sum payable remains unpaid in relation to a
member’s shareholding, that member is not entitled to vote that share or
exercise any other right in relation to a meeting of the Company unless the
Board otherwise determine.
If any member, or any other person appearing to be interested in any of
the Company’s Ordinary Shares, is served with a notice under Section 793
of the Act and does not supply the Company with the information
required in the notice, then the Board, in its absolute discretion, may direct
that that member shall not be entitled to attend or vote at any meeting of
the Company. The Board may further direct that if the shares of the
defaulting member represent 0.25% or more of the issued shares of the
relevant class, that dividends or other monies payable on those shares
shall be retained by the Company until the direction ceases to have effect
and that no transfer of those shares shall be registered (other than certain
specified ‘excepted transfers’). A direction ceases to have effect seven days
after the Company has received the information requested, or when the
Company is notified that an ‘excepted transfer’ of all of the relevant shares
to a third party has occurred, or as the Board otherwise determines.
(iii) Transfers
Ordinary Shares may be held in either certificated or uncertificated form.
Certificated Ordinary Shares shall be transferred in writing in any usual or
other form approved by the Board and executed by or on behalf of the
transferor. Transfers of uncertificated Ordinary Shares shall be made in
accordance with the Act and Uncertificated Securities Regulations.
The Board is not bound to register a transfer of partly paid Ordinary
Shares, or fully paid shares in exceptional circumstances approved by the
FSA. The Board may also decline to register an instrument of transfer of
certificated Ordinary Shares unless it is duly stamped and deposited at the
prescribed place and accompanied by the share certificate(s) and such
other evidence as reasonably required by the Board to evidence right to
transfer, it is in respect of one class of shares only, and it is in favour of not
more than four transferees (except in the case of executors or trustees of
a member).
Preference Shares may be represented by share warrants to bearer or be in
registered form.
Preference Shares represented by share warrants to bearer are transferred
by delivery of the relevant warrant. Preference Shares in registered form
shall be transferred in writing in any usual or other form approved by the
Board and executed by or on behalf of the transferor. The Company’s
registrar shall register such transfers of Preference Shares in registered
form by making the appropriate entries in the register of Preference Shares.
Barclays PLC Annual Report 2011 www.barclays.com/annualreport 277
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