BT 2003 Annual Report Download - page 148

Exchange rates
BT publishes its consolidated financial 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 certified for customs purposes by the Federal Reserve
Bank of New York (the Noon Buying Rate).
Years ended 31 March 1999 2000 2001 2002 2003
Period end 1.61 1.59 1.42 1.43 1.57
Average
a
1.65 1.61 1.47 1.43 1.55
High 1.72 1.68 1.60 1.48 1.65
Low 1.60 1.55 1.40 1.37 1.43
Month
November
2002
December
2002
January
2003
February
2003
March
2003
April
2003
High 1.59 1.61 1.65 1.65 1.61 1.60
Low 1.54 1.56 1.60 1.57 1.56 1.55
a
The average of the Noon Buying Rates in effect on the last day of each month during the relevant period.
On 16 May 2003, the most recent practicable date for this annual report, the Noon Buying Rate was US$1.63
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 filed 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 certificates
(i.e. in certificated form) or held in electronic (i.e. uncertificated) 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 five 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.
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).
Additional information for shareholders
BT Annual Report and Form 20-F 2003 147