Barclays 2007 Annual Report Download - page 288

Shareholder information
Limitations on foreign shareholders
There are no restrictions imposed by the Company’s Memorandum or
Articles or (subject to the effect of any economic sanctions that may be in
force from time to time) by English law which relate only to non-residents
of the UK and which limit the rights of such non-residents to hold or vote
the Company’s Ordinary Shares.
Notices
A document or information may be sent by the Company in hard copy
form, electronic form, by being made available on a website, or by another
means agreed with the recipient. A document or information may only be
sent in electronic form to a person who has agreed to receive it in that
form or, in the case of a company, who has been deemed to have so
agreed pursuant to applicable legislation. A document or information may
only be sent by being made available on a website if the recipient has
agreed to receive it in that form or has been deemed to have so agreed
pursuant to applicable legislation, and has not revoked that agreement.
In respect of joint holdings, documents or information shall be sent to the
joint holder whose name stands first in the register.
A member who (having no registered address within the UK) has not
supplied an address in the UK at which documents or information may be
sent is not entitled to have documents or information sent to him/her.
Alteration of share capital
The Company may, by way of ordinary resolution:
– increase its share capital by a sum to be divided into shares of an
amount prescribed by the resolution;
– consolidate and divide all or any of its share capital into shares of a
larger nominal amount;
– subject to legislation, sub-divide all or part of its shares into shares of a
smaller nominal amount and may decide by that resolution that the
resulting shares have preference or other advantage or restrictions; and
– cancel any shares which, at the date of the resolution, have not been
subscribed or agreed to have been subscribed for and diminish the
amount of its share capital by the amount of the shares so cancelled.
The Company may also, by special resolution, reduce its share capital
or capital redemption reserve or any share premium account or other
undistributable reserve in any manner authorised by legislation.
The Company may, by ordinary resolution, upon the recommendation of
the Board capitalise all or any part of an amount standing to the credit of a
reserve or fund to be set free for distribution provided that amounts from
the share premium account, capital redemption reserve or any profits not
available for distribution should be applied only in paying up unissued
shares issued to members and no unrealised profits shall be applied in
paying up debentures of the Company or any amount unpaid on any share
in the capital of the Company.
286 Barclays PLC Annual Report 2007
Indemnity
Subject to applicable legislation, every current and former Barclays
Director, other officer and auditor of Barclays shall be indemnified by
Barclays against any liability incurred by him/her in the actual or purported
exercise of, or in connection with, his/her duties and powers.
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 27th February 2008 and
are subject to any subsequent changes in UK law, in particular any
announcements made in the Chancellor’s expected UK Budget in
March 2008.
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 between
the United Kingdom and the United States, and 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 capital gains tax.