BT 2005 Annual Report Download - page 135

134 BT Group plc Annual Report and Form 20-F 2005 Additional information for shareholders
(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 that shareholder 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, the Board 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.
(g) Untraced shareholders
BT may sell any shares after advertising its intention and waiting for three months if the shares have been in issue for at
least ten years, during that period at least three dividends have become payable on them and have not been claimed
and BT has not heard from the shareholder or any person entitled to the dividends by transmission. The net sale
proceeds belong to BT, but it must pay those proceeds to the former shareholder or the person entitled to them by
transmission if that shareholder, or that other person, asks for them.
(h) General meetings of shareholders
Every year the company must hold an annual general meeting. The Board can call an extraordinary general meeting at
any time and, under general law, must call one on a shareholders’ requisition.
(i) Limitations on rights of non-resident or foreign shareholders
The only limitation imposed by the Articles on the rights of non-resident or foreign shareholders is that a shareholder
whose registered address is outside the UK and who wishes to receive notices of meetings of shareholders or
documents from BT must give the company an address within the UK to which they may be sent.
(j) Directors
Directors’ remuneration
Excluding remuneration referred to below, each director will be paid such fee for his services as the Board decide, not
exceeding £50,000 a year and increasing by the percentage increase of the UK Retail Prices Index (as defined by
Section 833(2) Income and Corporation Taxes Act 1988) for any 12-month period beginning 1 April 1999 or an
anniversary of that date. The company may by ordinary resolution decide on a higher sum. This resolution can increase
the fee paid to all or any directors either permanently or for a particular period. The directors may be paid their
expenses properly incurred in connection with the business of the company.
The Board can award extra fees to a director who holds an executive position; acts as chairman or deputy chairman;
serves on a Board committee at the request of the Board; or performs any other services which the Board consider
extend beyond the ordinary duties of a director.
The directors may grant pensions or other benefits to, among others, any director or former director or persons
connected with them. However, BT can only provide these benefits to any director or former director who has not been
an employee or held any other office or executive position in the company or any of its subsidiary undertakings, or to
relations or dependants of, or people connected to, those directors or former directors, if the shareholders approve this
by passing an ordinary resolution.