Barclays 2003 Annual Report Download - page 225

Barclays PLC Annual Report 2003 223
(d) Redemption provisions
Subject to the Companies Act 1985, any share may be issued on terms
that it is, at the option of the Company or the holder of such share,
redeemable. The Company has no redeemable shares in issue.
(e) Calls on capital
The Directors may make calls upon the members in respect of any
monies unpaid on their shares. A person upon whom a call is made
remains liable even if the shares in respect of which the call is made have
been transferred.
(f) Variation of rights
The rights attached to any class of shares may be varied with the
sanction of an extraordinary resolution passed at a separate meeting of
the holders of the shares of that class.
Annual and extraordinary general meetings
The Company is required to hold a general meeting each year as its
annual general meeting in addition to other meetings (called
extraordinary general meetings) as the Directors think fit. The type of
the meeting will be specified in the notice calling it. Not more than 15
months may elapse between the date of one annual general meeting and
the next.
In the case of an annual general meeting or a meeting for the passing of
a special resolution (requiring the consent of a 75% majority) 21 clear
days’ notice is required. In other cases 14 clear days’ notice is required.
The notice must specify the place, the date and the hour of the meeting,
and the general nature of the business to be transacted.
Subject as noted in (b) above, all shareholders are entitled to attend and
vote at general meetings. The articles of association do, however, provide
that arrangements may be made for simultaneous attendance at a
general meeting at a place other than that specified in the notice of
meeting, in which case some shareholders may be excluded from the
specified place.
Limitations on foreign shareholders
There are no limitations imposed by English law or the Company’s
memorandum or articles of association on the right of non-residents
or foreign persons to hold or vote the Company’s ordinary shares other
than the limitations that would generally apply to all of the Company’s
shareholders.
Taxation
The following is a summary of the principal tax consequences for
holders of ordinary shares of Barclays PLC, preference shares of the Bank,
ADSs representing such ordinary shares or preference shares, who are
citizens or residents of the UK or US, or otherwise who are subject to UK
tax or US federal income tax on a net income basis in respect of such
securities, that own the shares or ADSs as capital assets for tax purposes.
It is not, however, a comprehensive analysis of all the potential tax
consequences for such holders, and it does not discuss the tax
consequences of members of special classes of holders subject to special
rules or holders that, directly or indirectly, hold 10% or more of Barclays
voting stock. Investors are advised to consult their tax advisers regarding
the tax implications of their particular holdings, including the
consequences under applicable state and local law, and in particular
whether they are eligible for the benefits of the Old Treaty and/or the
New Treaty, as defined below.
A US holder is a beneficial owner of shares or ADSs that is for US federal
income tax purposes (i) a citizen or resident of the US, (ii) a US domestic
corporation, (iii) an estate whose income is subject to US federal income
tax regardless of its source, or (iv) a trust if a US court can exercise
primary supervision over the trust’s administration and one or more US
persons are authorised to control all substantial decisions of the trust.
Unless otherwise noted, the statements of tax laws set out below are
based on the tax laws of the UK in force as at 12th February 2004 and
are subject to any subsequent changes in UK law, in particular any
announcements made in the Chancellor’s UK Budget on the 17th March
2004. This section is also based on the Internal Revenue Code of 1986,
as amended, its legislative history, existing and proposed regulations,
published rulings and court decisions (the Code), and on the Double
Taxation Convention between the UK and the US as entered into force
in 1980 (the Old Treaty) and the Double Taxation Convention between
the UK and the US that was ratified in March 2003 (the New Treaty), all
of which are subject to change, possibly on a retroactive basis.
Generally, the New Treaty is effective in respect of taxes withheld at
source for amounts paid or credited on or after 1st May 2003. Other
provisions of the New Treaty, however, took effect for UK tax purposes
for individuals on 6th April 2003 (1st April 2003 for UK companies)
and took effect for US federal income tax purposes on 1st January 2004.
The rules of the Old Treaty remain applicable until these effective dates.
A taxpayer may in any case elect to have the Old Treaty apply in its
entirety for a period of 12 months after the applicable effective dates of
the New Treaty.
This section is based in part upon the representations of the ADR
Depositary and the assumption that each obligation of the Deposit
Agreement and any related agreement will be performed in accordance
with its terms.
For purposes of the Old Treaty, the New Treaty, the estate and gift tax
convention (the Estate Tax Convention) and for the purposes of the
Code, the holders of ADRs evidencing ADSs will be treated as owners of
the underlying ordinary shares or preference shares, as the case may be.
Generally, exchanges of shares for ADRs, and ADRs for shares, will not
be subject to US federal income tax or to UK tax, other than stamp duty
or stamp duty reserve tax, as described below.