Barclays 2007 Annual Report Download - page 287

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Shareholder information
(v) Redemption and Purchase
Subject to applicable legislation and the rights of the other shareholders,
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 currently has no
redeemable shares in issue.
The Company may purchase its own shares subject to the provisions of
applicable legislation, the Articles and the approval of any class of
convertible shares in issue (by extraordinary resolution or written consent
of 75% of such class).
(vi) 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. Interest will be chargeable on any unpaid amount called at a
rate determined by the Board (of not more than 20%).
If a member fails to pay any call in full (following notice from the Board that
such failure will result in forfeiture of the relevant shares), such shares
(including any dividends declared but not paid) may be forfeited by a
resolution of the Board, and will become the property of the Company.
Forfeiture shall not absolve a previous member for amounts payable by
him/her (which may continue to accrue interest).
The Company also has a lien over all partly paid shares of the Company for
all monies payable or called on that share and over the debts and liabilities
of a member to the Company. If any monies which are the subject of the
lien remain unpaid after a notice from the Board demanding payment,
Barclays may sell such shares.
(vii) 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.
The rights of shares shall not (unless expressly provided by the rights
attached to such shares) be deemed varied by the creation of further
shares ranking equally with them.
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. Under the Companies Act 1985, not more than 15
months may elapse between the date of one AGM and the next. Under the
Companies Act 2006, the AGM must be held within six months of the
financial year end. An extraordinary general meeting may be convened by
the Board on requisition in accordance with the applicable legislation.
In the case of an AGM or a meeting for the passing of a special resolution
(i.e. 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
be in writing and must specify the place, the day and the hour of the
meeting, and the general nature of the business to be transacted. A notice
convening a meeting to pass an extraordinary or special resolution shall
specify the intention to propose the resolution as such. The accidental
omission to give notice of a general meeting or the non-receipt of such
notice will not invalidate the proceedings at such meeting.
Subject as noted above, all shareholders are entitled to attend and vote at
general meetings. The Articles 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
shareholders may be excluded from the specified place.
(ii) Voting
Every member who is present in person or represented at any general
meeting of the Company and who is entitled to vote has one vote on a
show of hands. On a poll, every member who is present or represented has
one vote for every share held. Any joint holder may vote in respect of jointly
owned shares, but the vote of the senior holder (as determined by order in
the share register) shall take precedence. If any sum payable remains
unpaid in relation to a member’s shareholding, that member is not entitled
to vote that share or exercise any other right in relation to a meeting of the
Company unless the Board otherwise determine.
If any member, or any other person appearing to be interested in any of the
Company’s Ordinary Shares, is served with a notice under Section 793 of
the Companies Act 2006 and does not supply the Company with the
information required in the notice, then the Board, in its absolute
discretion, may direct that that member shall not be entitled to attend or
vote at any meeting of the Company.
The Board may further direct that if the shares of the defaulting member
represent 0.25% or more of the issued shares of the relevant class, that
dividends or other monies payable on those shares shall be retained by the
Company until the direction ceases to have effect and that no transfer of
those shares shall be registered (other than certain specified ‘approved
transfers’). A direction ceases to have effect seven days after the Company
has received the information requested, or when the Company is notified
that an ‘approved transfer’ to a third party has occurred, or as the Board
otherwise determines.
(iii) Transfers
Certificated shares shall be transferred in writing in any usual or other form
approved by the Board and executed by or on behalf of the transferor.
Transfers of uncertificated shares shall be made in accordance with the
applicable regulations. The Board may make any arrangements to regulate
and evidence the transfer of shares as they consider fit in accordance with
applicable legislation and the rules of the FSA.
In order to transfer a Staff Share, the transferor must serve a notice on the
Company (a ‘Transfer Notice’) indicating his/her wish to transfer such
share at such sum as he/she specifies as the fair value (subject to a
maximum amount determined in accordance with the Articles). The Staff
Shares must be transferred at the specified fair value to such Employee as
is willing to purchase it and who has been identified by the Board within 60
days of the Transfer Notice. If the Company has not found a person willing
to purchase the share within 60 days of the Transfer Notice, the Staff
Share may be freely transferred at any price (although the Board may
decline to prepare or register the transfer). Such a procedure may also be
initiated by the Board if a Staff Share is held by a non-Employee.
Registration of shares may be suspended, subject to applicable legislation,
for such periods as the Board may determine (but for not more than 30
days in any calendar year).
The Board is not bound to register a transfer of partly paid shares, or fully
paid shares in exceptional circumstances approved by the FSA. The Board
may also decline to register an instrument of transfer of certificated shares
unless it is duly stamped and deposited at the prescribed place and
accompanied by the share certificate(s) and such other evidence as
reasonably required by the Board to evidence right to transfer, it is in
respect of one class of shares only, and it is in favour of not more than four
transferees (except in the case of executors or trustees of a member).
(iv) Return of Capital and Liquidation
In the event of any return of capital by reduction of capital or on liquidation,
the Ordinary Shares and the Staff Shares rank equally in proportion to the
amounts paid up or credited as paid up on the shares of each class, except
that in the event of a winding up of the Company the holders of the Staff
Shares are only entitled to participate in the surplus assets available for
distribution up to the amount paid up on the Staff Shares plus 10% of
such amount.
Barclays PLC Annual Report 2007 285