BT 2001 Annual Report Download - page 150

(f) Distribution of assets on winding up
If the company is wound up (whether the liquidation is voluntary, under supervision of a court or by a court) the liquidator can,
with the authority of an extraordinary resolution passed by the shareholders, divide among the shareholders all or any part of the
assets of the company. This applies whether the assets consist of property of one kind or di¡erent kinds. For this purpose, the
liquidator can place whatever value the liquidator considers fair on any property and decide how the division is carried out
between shareholders or di¡erent group of shareholders. Under general law the holders of BT shares will be entitled to participate
in any surplus assets in a winding up in proportion to their shareholdings, as BT has only one class of shares.
(g) Transfer of shares
Certi¢cated shares of the company may be transferred in writing either by an instrument of transfer in the usual standard form
or another form approved by the Board. The transfer form must be signed or made e¡ective by or on behalf of the person making
the transfer. The person making the transfer will be treated as continuing to be the holder of the shares transferred until the
name of the person to whom the shares are being transferred is entered in the register of members of the company.
The Board may refuse to register any transfer of any share held in certi¢cated form:
&which is in favour of more than four joint holders; or
&unless the transfer form to be registered is properly stamped to show payment of any applicable stamp duty and
delivered to the company’s registered o⁄ce or any other place the Board decides. The transfer must have with it the share
certi¢cate for the shares to be transferred; any other evidence which the Board asks for to prove that the person wanting
to make the transfer is entitled to do this; and if the transfer form is executed by another person on behalf of the person
making the transfer, evidence of the authority of that person to do so.
Transfers of uncerti¢cated shares must be carried out using a relevant system (as de¢ned in the Uncerti¢cated Securities
Regulations 1995 (the Regulations)). The Board can refuse to register a transfer of an uncerti¢cated share in the circumstances
stated in the Regulations.
If the Board decides not to register a transfer of a share, they must notify the person to whom that share was to be
transferred no later than two months after the company receives the transfer form or instruction from the operator of the relevant
system.
The Board can decide to suspend the registration of transfers, for up to 30 days a year, by closing the register of
shareholders. This register must not be closed without the consent of the operator of a relevant system (as de¢ned in the
Regulations), in the case of uncerti¢cated shares.
(h) Untraced shareholders
BT may sell any shares after advertising its intention and waiting for three months if the shares have been in issue for at least
12 years, during that period at least three dividends have become payable on them and have not been claimed and BT has not
heard from the shareholder or any person entitled to the dividends by transmission. The net sale proceeds belong to BT, but it
must pay those proceeds to the former shareholder or the person entitled to them by transmission if that shareholder, or that
other person, asks for them.
(i) General meetings of shareholders
Every year BT must hold an annual general meeting. The Board can call an extraordinary general meeting at any time and,
under general law, it must call one on a shareholders’ requisition.
(j) Limitations on rights of non-resident or foreign shareholders
The only limitation imposed by the Articles on the rights of non-resident or foreign shareholders is that a shareholder whose
registered address is outside the UK and who wishes to receive notices of meetings of shareholders must give the company an
address within the UK to which they may be sent.
Additional information for shareholders
150 BT Annual report and Form 20-F