Barclays 2012 Annual Report Download - page 349

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(xi) Subject to applicable legislation, the provisions described in
sub-paragraphs (ix) and (x) may be relaxed or suspended by an
ordinary resolution of the members of the Company or any
applicable governmental or other regulatory body.
(xii) A Director is required to hold an interest in ordinary shares having
a nominal value of at least £500, which currently equates to 2,000
Ordinary Shares unless restricted from acquiring or holding such
interest by any applicable law or regulation or any applicable
governmental or other regulatory body. A Director may act before
acquiring those shares but must acquire the qualification shares
within two months from his/her appointment. Where a Director is
unable to acquire the requisite number of shares within that time
owing to law, regulation or requirement of any governmental or
other relevant authority, he/she must acquire the shares as soon
as reasonably practicable once the restriction(s) end.
(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 $100 each, Dollar preference shares of $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.
barclays.com/annualreport Barclays PLC Annual Report 2012 I 347