BT 2004 Annual Report Download - page 148

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 profits available for
distribution. If the directors consider that the profits 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 benefit of shareholders which the liquidator decides. The liquidation of the company can then be finalised
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
Certificated 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 certificated 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 office or any other place the Board decide. The transfer must
have with it the share certificate 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 uncertificated shares must be carried out using a relevant system (as defined in the
Uncertificated Securities Regulations 1995 (the Regulations)). The Board can refuse to register a transfer of an
uncertificated share in the circumstances stated in the Regulations.
If the Board decide 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 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. The register must not be closed without the consent of the operator of a relevant system
(as defined in the Regulations) in the case of uncertificated shares.
BT Annual Report and Form 20-F 2004147 Additional information for shareholders