BT 2001 Annual Report Download - page 148

Memorandum and Articles of Association
The following is a summary of the principal provisions of BT’s memorandum and articles of association (‘‘Memorandum’’ and
‘‘Articles’’), a copy of which has been ¢led with the Registrar of Companies.
Memorandum
The Memorandum states that its principal objects are, among other things, to carry on any business of running, operating,
managing and supplying telecommunication systems and systems of any kind for conveying, receiving, storing, processing or
transmitting sounds, visual images, signals, messages and communications of any kind.
Articles
(a) Voting rights
In the following description of the rights attaching to the shares in the company, a ‘‘holder of shares’’ and a ‘‘shareholder’’ is, in
either case, the person registered in the company’s register of members as the holder of the relevant shares. Shareholders can
choose whether their shares are to be evidenced by share certi¢cates (i.e. in certi¢cated form) or held in electronic
(i.e. uncerti¢cated) form in CREST (the electronic settlement system in the UK).
Subject to the restrictions described below, on a show of hands, every shareholder present at any general meeting has one
vote and, on a poll, every shareholder present in person or by proxy has one vote for each share which they hold or represent.
Voting at any meeting of shareholders is by a show of hands unless a poll is demanded by the chairman of the meeting or by
at least ¢ve shareholders at the meeting who are entitled to vote (or their proxies), or by one or more shareholders at the meeting
entitled to vote (or their proxies) and who have, between them, at least 10% of the total votes of all shareholders who have the
right to vote at the meeting.
No person is, unless the Board decides otherwise, entitled to attend or vote at any general meeting or to exercise any other
right conferred by being a shareholder at or in relation to meetings of the company in respect of any shares held by them if they
or any person appearing to be interested in those shares have been sent a notice under section 212 of the Companies Act 1985
(which confers upon public companies the power to require information with respect to interests in their voting shares) and they
or any interested person has failed to supply to the company the information requested within 14 days after delivery of that
notice. These restrictions end (unless the Board decides otherwise):
(i) seven days after the earlier of the date the shareholder complies with the request satisfactorily or the company receives
notice that there has been an approved transfer of the shares; or
(ii) when circumstances described under ‘‘Limitation on size of shareholdings’’ below apply.
(b) Limitation on size of shareholdings
For the purpose of these provisions, the expression ‘‘interest’’ is widely de¢ned. It generally follows but is more extensive than
the de¢nition used in deciding whether a noti¢cation to the company would be required under Part VI of the Companies Act, 1985
(which contains requirements for the noti¢cation of interests in shares in public limited companies). Any person who has an
interest in voting shares in the company of 3% or more is required to notify the company of that interest and is otherwise
required to give notices in relation to interests in voting shares as currently provided in Part VI of the Companies Act.
If the Board knows that a person has an interest in the company’s shares which carry 15% or more of the total votes
attaching to relevant share capital (as that expression is de¢ned in the Act), the Board must send a written notice to all persons
(other than certain persons referred to below) who appear to it to have such interests and, if di¡erent, to the registered holder(s)
of the shares concerned. That notice will set out the restrictions referred to below and will call for the interest concerned to be
reduced to less than 15% by sale or other disposal of shares within 21 days of the giving of the notice to the registered holder(s)
(or such longer period as the Board considers reasonable). No transfer of the shares comprised in the interest may be made except
for the purpose of reducing the interest to less than 15% or if the notice sent by the Board is withdrawn.
If that notice is not complied with to the satisfaction of the Board and has not been withdrawn, the Board must e¡ect the
disposal on the terms as it decides, based upon advice obtained by it for the purpose.
A registered holder on whom a notice referred to above has been served is not entitled in respect of the share or shares
comprised in the interest, until that notice has been withdrawn or complied with to the satisfaction of the Board, to attend or vote
Additional information for shareholders
148 BT Annual report and Form 20-F