BT 2002 Annual Report Download - page 147

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.
(c) Changes in capital
The company may by ordinary resolution:
(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.
(d) Dividends
The company's shareholders can declare dividends by passing an ordinary resolution provided that 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
shares on the dates stated for the payments of those dividends.
The directors can offer 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 offer.
Any dividend which has not been claimed for 10 years after it was declared or became due for payment will be
forfeited and will belong to the company unless the directors decide otherwise.
(e) Distribution of assets on winding up
If the company is wound up (whether the liquidation is voluntary, under supervision of the court or by the 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 different
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 different groups of shareholders. The liquidator can also, with the
same authority, transfer any assets to trustees upon any trusts for the bene®t of shareholders which the liquidator decides.
The liquidation of the company can then be ®nalised and the company dissolved. No past or present shareholder can be
compelled to accept any shares or other property under the Articles which could give them a liability.
(f) 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 in another form approved by the Board. The transfer form must be signed or made effective 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 of®ce or any other place the Board decide. The transfer must have with it the share
certi®cate for the shares to be transferred; any other evidence which the Board ask 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.
Additional information for shareholders
146 BT Group Annual Report and Form 20-F 2002