Barclays 2008 Annual Report Download - page 322

Shareholder information
In the case of an AGM, 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 a special resolution shall specify the intention to propose the
resolution as such. The accidental failure 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.
Holders of Preference Shares have no right to receive notice of, attend or
vote at, any general meetings of the Company as a result of holding
Preference Shares.
Limitations on foreign shareholders
There are no restrictions imposed by the Company’s Memorandum or
Articles of Association or (subject to the effect of any economic sanctions
that may be in force from time to time)by current UK laws which relate
only to non-residents of the UK and which limit the rights of such non-
residents to hold or (when entitled to do so)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.
320 Barclays PLC Annual Report 2008 |Find out more at www.barclays.com/annualreport08
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.
Indemnity
Subject to applicable legislation, every current and former Director or other
officer of the Company (other than any person engaged by the company
as auditor)shall be indemnified by the Company against any liability in
relation to the Company, other than (broadly)any liability to the Company
or a member of the Group, or any criminal or regulatory fine.
Officers of the Group
Peter Estlin Group Financial Controller Appointed 2008
Lawrence Dickinson Company Secretary Appointed 2002
Patrick Gonsalves Joint Secretary,
Barclays Bank PLC Appointed 2002
Mark Harding Group General Counsel Appointed 2003
Robert Le Blanc Group Risk Director Appointed 2004
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 2009 and
are subject to any subsequent changes in UK law, in particular any
announcements made in the Chancellor’s expected UK Budget in
April 2009.
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