BT 2012 Annual Report Download - page 184

Additional information
Information for shareholders
Articles of Association (Articles)
The following is a summary of the principal provisions of BT’s Articles, a copy of which has been filed with the Registrar of Companies. 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 (ie in certificated form) or held in electronic (ie
uncertificated) form in CREST (the electronic settlement system in the UK).
BT adopted new Articles of Association with effect from October 2009, largely to take account of changes in UK company law brought about by
the Companies Act 2006 (2006 Act). Under that Act, the Memorandum of Association serves a more limited role as historical evidence of the
formation of the company. Since October 2009, the provisions in relation to objects in BT’s Memorandum are deemed to form part of BT’s Articles,
and have been deleted from those Articles because of shareholders passing a resolution to this effect at the AGM. Under the 2006 Act, BT’s
objects are unrestricted.
(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 a special 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) divide all or any of its share capital into shares with a smaller nominal value; and
(ii) consolidate and divide all or part of its share capital into shares of a larger nominal value.
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.
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