Barclays 2012 Annual Report Download - page 350

(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.
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.
barclays.com/annualreport348 I Barclays PLC Annual Report 2012
Shareholder information continued