Barclays 2004 Annual Report Download - page 247

Barclays PLC Annual Report 2004
245
(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
AGM 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 AGM and the next.
In the case of an AGM 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 day 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 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 28th February 2005
and are subject to any subsequent changes in UK law, in particular
any announcements made in the Chancellor’s UK Budget on
16th March 2005. 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 March 2003 (the Treaty), all of which
are subject to change, possibly on a retroactive basis.
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 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 overleaf.