Barclays 2011 Annual Report Download - page 280

Shareholder information continued
Each Preference Share shall confer, in the event of a winding up or any
return of capital by reduction of capital (other than, unless otherwise
provided by their terms of issue, a redemption or purchase by the
Company of any of its issued shares, or a reduction of share capital), the
right to receive out of the surplus assets of the Company available for
distribution amongst the members and in priority to the holders of the
Ordinary Shares and any other shares in the Company ranking junior to the
relevant series of Preference Shares and pari passu with any other class of
Preference Shares, repayment of the amount paid up or treated as paid up
in respect of the nominal value of the Preference Share together with any
premium which was paid or treated as paid when the Preference Share was
issued in addition to an amount equal to accrued and unpaid dividends.
(iv) Redemption and Purchase
Subject to applicable legislation and the rights of the other shareholders,
any share may be issued on terms that it is, at the option of the Company
or the holder of such share, redeemable. The Directors are authorised to
determine the terms, conditions and manner of redemption of any such
shares under the Articles. While the Company currently has no
redeemable shares in issue, any series of Preference Shares issued in the
future will be redeemable, in whole or in part, at the option of the
Company on a date not less than five years after the date on which such
series of Preference Shares was first issued. Note that under the
Companies Act 1985, in addition to obtaining shareholder approval,
companies required specific enabling provisions in their articles to
purchase their own shares. Following implementation of the Act, this
enabling provision is now included in the Act and is therefore no longer
included in the Articles. Shareholder approval is still required under the Act
in order to purchase shares.
(v) Calls on capital
The Directors may make calls upon the members in respect of any monies
unpaid on their shares. A person upon whom a call is made remains liable
even if the shares in respect of which the call is made have been
transferred. Interest will be chargeable on any unpaid amount called at a
rate determined by the Board (of not more than 20% per annum).
If a member fails to pay any call in full (following notice from the Board
that such failure will result in forfeiture of the relevant shares), such shares
(including any dividends declared but not paid) may be forfeited by a
resolution of the Board, and will become the property of the Company.
Forfeiture shall not absolve a previous member for amounts payable by
him/her (which may continue to accrue interest).
The Company also has a lien over all partly paid shares of the Company for
all monies payable or called on that share and over the debts and liabilities
of a member to the Company. If any monies which are the subject of the
lien remain unpaid after a notice from the Board demanding payment, the
Company may sell such shares.
(vi) Variation of Rights
The rights attached to any class of shares may be varied either with the
consent in writing of the holders of at least 75% in nominal value of the
issued shares of that class or with the sanction of special resolution
passed at a separate meeting of the holders of the shares of that class.
The rights of shares shall not (unless expressly provided by the rights
attached to such shares) be deemed varied by the creation of further
shares ranking equally with them.
Annual and other general meetings
The Company is required to hold an AGM in addition to such other general
meetings as the Directors think fit. The type of the meeting will be
specified in the notice calling it. Under the Companies Act 2006, the AGM
must be held within six months of the financial year end. A general
meeting may be convened by the Board on requisition in accordance with
the applicable legislation.
In the case of an AGM, a minimum of 21 clear days’ notice is required. The
notice must be in writing and must specify the place, the day and the
hour of the meeting, and the general nature of the business to be
transacted. A notice convening a meeting to pass a special resolution shall
specify the intention to propose the resolution as such. The accidental
failure to give notice of a general meeting or the non-receipt of such
notice will not invalidate the proceedings at such meeting.
Subject as noted above, all shareholders are entitled to attend and vote at
general meetings. The Articles do, however, provide that arrangements
may be made for simultaneous attendance at a satellite meeting place or,
if the meeting place is inadequate to accommodate all members and
proxies entitled to attend, another meeting place may be arranged to
accommodate such persons other than that specified in the notice of
meeting, in which case shareholders may be excluded from the principal
place.
Holders of Preference Shares have no right to receive notice of, attend or
vote at, any general meetings of the Company as a result of holding
Preference Shares.
Limitations on foreign shareholders
There are no restrictions imposed by the Articles or (subject to the effect
of any economic sanctions that may be in force from time to time) by
current UK laws which relate only to non-residents of the UK and which
limit the rights of such non-residents to hold or (when entitled to do so)
vote the Company’s Ordinary Shares.
Notices
A document or information may be sent by the Company in hard copy
form, electronic form, by being made available on a website, or by another
means agreed with the recipient, in accordance with the provisions set
out in the Act. Accordingly, a document or information may only be sent in
electronic form to a person who has agreed to receive it in that form or, in
the case of a company, who has been deemed to have so agreed pursuant
to applicable legislation. A document or information may only be sent by
being made available on a website if the recipient has agreed to receive it
in that form or has been deemed to have so agreed pursuant to applicable
legislation, and has not revoked that agreement.
In respect of joint holdings, documents or information shall be sent to the
joint holder whose name stands first in the register.
A member who (having no registered address within the UK) has not
supplied an address in the UK at which documents or information may be
sent is not entitled to have documents or information sent to him/her.
In addition, the Company may cease to send notices to any member who
has been sent documents on two consecutive occasions over a period of
at least 12 months and when each of those documents is returned
undelivered or notification is received that they have not been delivered.
278 Barclays PLC Annual Report 2011 www.barclays.com/annualreport