Barclays 2005 Annual Report Download - page 310

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, or ADSs representing such ordinary shares or preference shares,
and 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 2006 and
are subject to any subsequent changes in UK law, in particular any
announcements made in the Chancellor’s UK Budget in March 2006.
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 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.
Taxation of UK holders
Taxation of dividends
In accordance with UK law, Barclays PLC and the Bank pay dividends
on ordinary shares and preference shares without any deduction or
withholding tax in respect of any taxes imposed by the UK government
or any UK taxing authority.
If the shareholder is a UK resident individual liable to income tax only at
the basic rate or the lower rate, then there will be no further tax liability
in respect of the dividend received. If, however, the individual
shareholder is subject to income tax at the higher rate (currently 40%),
there will be a further liability to tax. Higher rate taxpayers are taxable
on dividend income at a special rate of (currently 32.5%) against which
can be offset a tax credit of one-ninth of the dividend paid. Tax credits
are no longer repayable to shareholders with no tax liability.
Taxation of shares under the Dividend reinvestment plan
Where a shareholder elects to purchase shares using their cash
dividend, the individual will be liable for income tax on dividends
reinvested in the Plan on the same basis as if they had received the
cash and arranged the investment themselves. They should accordingly
include the dividend received in their annual tax return in the normal
way. The tax consequences for a UK individual are the same as
described in ‘Taxation of dividends’ above.
Taxation of capital gains
Where shares are disposed of by open market sale, a capital gain may
result if the disposal proceeds exceed the sum of the base cost of the
shares sold and any other allowable deductions such as share dealing
costs, indexation relief (up to 5th April 1998) and taper relief (generally
on shares held at 16th March 1998 and subsequent acquisitions). To
arrive at the total base cost of any Barclays PLC shares held, the amount
subscribed for rights taken up in 1985 and 1988 must be added to the
cost of all other shares held. For this purpose, current legislation permits
the market valuation at 31st March 1982 to be substituted for the
original cost of shares purchased before that date.
The calculations required to compute chargeable capital gains,
particularly taper and indexation reliefs, may be complex. Capital gains
may also arise from the gifting of shares to connected parties such as
relatives (although not spouses) and family trusts. Shareholders are
advised to consult their personal financial adviser if further information
regarding a possible tax liability in respect of their holdings of Barclays
PLC shares is required.
Stamp duty
On the purchase of shares, stamp duty or stamp duty reserve tax at the
rate of 0.5% is normally payable on the purchase price of the shares.
Inheritance tax
An individual may be liable to inheritance tax on the transfer of ordinary
shares or preference shares. Where an individual is liable, inheritance tax
may be charged on the amount by which the value of his or her estate
is reduced as a result of any transfer by way of gift or other gratuitous
transaction made by them or treated as made by them.
Barclays PLC
Annual Report 2005
308
Shareholder information