BT 2005 Annual Report Download - page 134

Additional information for shareholders BT Group plc Annual Report and Form 20-F 2005 133
Memorandum
The Memorandum provides that the company’s 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).
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 ten years after it was declared or became due for payment will
be forfeited and will belong to the company unless the directors decide otherwise.