BT 2001 Annual Report Download - page 149

at any general meeting of the company or meeting of the holders of a class of shares and those rights will vest in the chairman of
the meeting who may act entirely at his discretion.
The Board is not required to send a notice to any person if it does not know that person’s identity or address. Not delivering
a notice in such case and any accidental error in or failure to give notice to a person to whom notice is required to be sent will
not prevent the implementation of or invalidate any procedure under the relevant Article. Any resolution or determination of, or
decision or exercise of any discretion or power by, the Board is conclusive.
Certain speci¢ed shareholders, including the ADS Depositary and The Depositary Trust Company, are not subject to these
restrictions.
(c) Variation of rights
Whenever the share capital of the company is split into di¡erent classes of shares, the special rights attached to any of those
classes can be varied or withdrawn either:
(i) with the sanction of any extraordinary resolution passed at a separate meeting of the holders of the shares of that
class; or
(ii) with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class.
At any separate meeting, the necessary quorum is two persons holding or representing by proxy not less than one-third in
nominal amount of the issued shares of the class in question (but at any adjourned meeting, any person holding shares of the
class or his proxy is a quorum).
The company can issue new shares and attach any rights and restrictions to them, as long as this is not restricted by special
rights previously given to holders of any existing shares. Subject to this, the rights of new shares can take priority over the
rights of existing shares, or existing shares can take priority over them, or the new shares and the existing shares can rank
equally.
(d) Changes in capital
Thecompanymaybyordinaryresolution:
(i) consolidate and divide all or any of its share capital into shares of a larger amount;
(ii) divide all or part of its share capital into shares of a smaller amount;
(iii) cancel any shares which have not, at the date of the ordinary resolution, been taken or agreed to be taken by any
person and reduce the amount of its share capital by the amount of the shares cancelled; and
(iv) increase its share capital.
The company may also:
(i) buy back its own shares; and
(ii) by special resolution reduce its share capital, any capital redemption reserve and any share premium account.
(e) Dividends
The company’s shareholders can declare dividends by passing an ordinary resolution. No dividend can exceed the amount
recommended by the directors. Dividends must be paid out of pro¢ts available for distribution. If the directors consider that the
pro¢ts of the company justify such payments, they can pay interim dividends on any class of shares of the amounts and on the
dates and for the periods they decide. Fixed dividends will be paid on any class of share on the dates stated for the payments of
those dividends.
The directors can o¡er ordinary shareholders the right to choose to receive new ordinary shares, which are credited as fully
paid, instead of some or all of their cash dividend. Before they can do this, the company’s shareholders must have passed an
ordinary resolution authorising the directors to make this o¡er.
Any dividend which has not been claimed for 12 years after it was declared or became due for payment may be forfeited and
will belong to the Company unless the Directors decide otherwise.
BT can stop paying dividends if payments for two dividends in a row are sent back or not cashed or have not been able to
be made. BT must start paying dividends again if the shareholder or a person entitled to the shares by transmission claims them.
BT Annual report and Form 20-F 149