BT 2010 Annual Report Download - page 164

ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
162 BT GROUP PLC ANNUAL REPORT & FORM 20-F
(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 a special 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:
(i) which is in favour of more than four joint holders; or
(ii) 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 2001
(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
giving reasons for their decision. This must be done as soon as possible and no later than two months after the company receives the
transfer or instruction from the operator of the relevant system.
(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 cashed 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 a general meeting at any time and, under general law,
must call one on a shareholders’ requisition. At least 21 clear days’ written notice must be given for every annual general meeting. For
every other general meeting, at least 14 clear days’ written notice must be given. The Board can specify in the notice of meeting a time by
which a person must be entered on the register of shareholders in order to have the right to attend or vote at the meeting. The time
specified must not be more than 48 hours before the time fixed for the meeting.
(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 £65,000 a
year and increasing by the percentage increase of the 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.