Barclays 2014 Annual Report Download - page 74

72 I Barclays PLC Annual Report 2014 barclays.com/annualreport
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.
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 Companies Act 2006 and CREST
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 FCA. 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 a single transferee or not more than four joint
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 (other than any class of shares then in issue ranking in priority
to the relevant series 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.
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 or subsequent to them.
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 ordinary shares.
Exercisability of rights under an employee share scheme
Employee Benefit Trusts (EBTs) operate in connection with certain of
the Group’s Employee Share Plans (Plans). The trustees of the EBTs
may exercise all rights attached to the shares in accordance with their
fiduciary duties other than as specifically restricted in the relevant Plan
governing documents. The trustees of the EBTs have informed the
Company that their normal policy is to abstain from voting in respect of
the Barclays shares held in trust. The trustees of the Global
Sharepurchase EBT and UK Sharepurchase EBTs may vote in respect of
Barclays shares held in the EBTs, but only as instructed by participants
in those Plans in respect of their Partnership shares and (when vested)
Matching and Dividend shares. The trustees will not otherwise vote in
respect of shares held in the Sharepurchase EBTs.
Special rights
There are no persons holding securities that carry special rights with
regard to the control of the Company.
Major shareholders
Major shareholders do not have different voting rights from those of
other shareholders. Information provided to the Company by major
shareholders pursuant to the FCA’s Disclosure and Transparency Rules
(DTR) are published via a Regulatory Information Service and is
available on the Company’s website. As at 31 December 2014, the
Company had been notified under Rule 5 of the DTR of the following
holdings of voting rights in its shares.
Person interested
Number of
Barclays
shares
% of total
voting rights
attaching to
issued share
capitala
Qatar Holding LLCb813,964,552 6.65
BlackRock, Incc822,938,075 5.02
The Capital Group Companies Incd817,522,531 4.96
Notes
a The percentage of voting rights detailed above was calculated at the time of the
relevant disclosures made in accordance with Rule 5 of the DTR.
b Qatar Holding LLC is wholly-owned by Qatar Investment Authority.
c Total shown includes 1,408,618 contracts for difference to which voting rights
are attached.
d The Capital Group Companies Inc (CG) holds its shares via CG Management
companies and funds. Part of the CG holding is held as American Depositary Receipts.
Between 31 December 2014 and 27 February 2015 the Company was
notified that The Capital Group Companies Incd now holds 861,142,569
Barclays shares, representing 5.22% of the total voting rights attaching
to issued share capital.
Governance: Directors’ report
Other statutory information