BT 2008 Annual Report Download - page 160

BT Group plc Annual Report & Form 20-F 159
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 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 they or any person appearing to be interested in those shares has been sent a notice under
section 793 of the Companies Act 2006 (which confers upon public companies the power to require information with respect to
interests in their voting shares) and they 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.
(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
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