BT 2002 Annual Report Download - page 146

Exchange rates
BT publishes its consolidated ®nancial statements expressed in pounds sterling. The following tables detail certain
information concerning the exchange rates between pounds sterling and US dollars based on the noon buying rate in
New York City for cable transfers in pounds sterling as certi®ed for customs purposes by the Federal Reserve Bank
of New York (the Noon Buying Rate).
Years ended 31 March 1998 1999 2000 2001 2002
Period end 1.68 1.61 1.59 1.42 1.43
Average
a
1.65 1.65 1.61 1.47 1.43
High 1.70 1.72 1.68 1.60 1.48
Low 1.58 1.60 1.55 1.40 1.37
Month
November
2001
December
2001
January
2002
February
2002
March
2002
April
2002
High 1.47 1.46 1.45 1.43 1.43 1.46
Low 1.41 1.42 1.41 1.41 1.41 1.43
a
The average of the Noon Buying Rates in effect on the last day of each month during the relevant period.
On 16 May 2002, the most recent practicable date for this annual report, the Noon Buying Rate was US$1.46 to £1.00.
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 provides 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
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 entered on 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).
(a) Voting rights
Subject to the restrictions described below, on a show of hands, every shareholder present in person or by proxy 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.
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 who are 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 decide otherwise, entitled to attend or vote at any general meeting or to exercise any
other right conferred by being a shareholder if he or any person appearing to be interested in those shares has 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 he 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 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.
(b) Variation of rights
Whenever the share capital of the company is split into different classes of shares, the special rights attached to any of
those classes can be varied or withdrawn either:
(i) with the sanction of an 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.
Additional information for shareholders
BT Group Annual Report and Form 20-F 2002 145