Barclays 2015 Annual Report Download - page 79

home.barclays/annualreport Barclays PLC Annual Report 2015 I 77
Share capital
Share capital structure
The Company has ordinary shares in issue. The Company’s Articles also
allow for the issuance of sterling, US dollar, euro and yen preference
shares (preference shares). No preference shares have been issued as at
26 February 2016 (the latest practicable date for inclusion in this report).
Ordinary shares therefore represent 100% of the total issued share
capital as at 31 December 2015 and as at 26 February 2016 (the latest
practicable date for inclusion in this report). Details of the movement
in ordinary share capital during the year can be found in Note 31 on
page 318.
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. Every proxy present has one vote. The proxy will have
one vote for and one vote against a resolution if he/she has been
instructed to vote for or against the resolution by different members or
in one direction by a member while another member has permitted the
proxy discretion as to how to vote. On a poll, every member who is
present or represented and who is entitled to vote has one vote for every
share held. In the case of joint holders, only the vote of the senior holder
(as determined by order in the share register) or his proxy may be
counted. 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
‘excepted 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 excepted transfer of all the relevant shares
to a third party has occurred, or as the Board otherwise determines.
Transfers
Ordinary shares may be held in either certificated or uncertificated form.
Certificated ordinary shares shall be transferred in writing in any usual or
other form approved by the Secretary and executed by or on behalf of
the transferor. Transfers of uncertificated ordinary shares shall be made
in accordance with the Companies Act 2006 and CREST Regulations.
The Board is not bound to register a transfer of partly-paid ordinary
shares or fully-paid shares in exceptional circumstances approved by the
FCA. The Board may also decline to register an instrument of transfer of
certificated ordinary 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 a single transferee or not more than four joint transferees
(except in the case of executors or trustees of a member).
In accordance with the provisions of Section 84 of the Small Business,
Enterprise and Employment Act 2015, preference shares may only be
issued in registered form. Preference shares shall be transferred in
writing in any usual or other form approved by the Secretary and
executed by or on behalf of the transferor. The Company’s registrar shall
register such transfers of preference shares by making the appropriate
entries in the register of preference shares. Each preference share shall
confer, in the event of a winding up or any return of capital by reduction
of capital (other than, unless otherwise provided by their terms of issue,
a redemption or purchase by the Company of any of its issued shares, or
a reduction of share capital), the right to receive out of the surplus
assets of the Company available for distribution among the members
and in priority to the holders of the ordinary shares and any other shares
in the Company ranking junior to the relevant series of preference shares
and pari passu with any other class of preference shares (other than any
class of shares then in issue ranking in priority to the relevant series of
preference shares), repayment of the amount paid up or treated as paid
up in respect of the nominal value of the preference share together with
any premium which was paid or treated as paid when the preference
share was issued in addition to an amount equal to accrued and unpaid
dividends.
Variation of rights
The rights attached to any class of shares may be varied either with the
consent in writing of the holders of at least 75% in nominal value of the
issued shares of that class or with the sanction of a special 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 or subsequent to them.
Limitations on foreign shareholders
There are no restrictions imposed by the Articles 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 ordinary shares.
Exercisability of rights under an employee share scheme
Employee Benefit Trusts (EBTs) operate in connection with certain of the
Group’s Employee Share Plans (Plans). The trustees of the EBTs may
exercise all rights attached to the shares in accordance with their
fiduciary duties other than as specifically restricted in the relevant Plan
governing documents. The trustees of the EBTs have informed the
Company that their normal policy is to abstain from voting in respect of
the Barclays shares held in trust. The trustees of the Global
Sharepurchase EBT and UK Sharepurchase EBTs may vote in respect of
Barclays shares held in the EBTs, but only as instructed by participants in
those Plans in respect of their partnership shares and (when vested)
matching and dividend shares. The trustees will not otherwise vote in
respect of shares held in the Sharepurchase EBTs.
Special rights
There are no persons holding securities that carry special rights with
regard to the control of the Company.
Major shareholders
Major shareholders do not have different voting rights from those of
other shareholders. Information provided to the Company by major
shareholders pursuant to the FCA’s Disclosure Rules and Transparency
Rules (DTRs) are published via a Regulatory Information Service and is
available on the Company’s website. As at 31 December 2015, the
Company had been notified under Rule 5 of the DTRs of the following
holdings of voting rights in its shares.
Person interested
Number of
Barclays shares
% of total
voting rights
attaching to
issued share
capitala
The Capital Group Companies Incb1,172,090,125 6.98
Qatar Holding LLCc 813,964,522 6.65
BlackRock, Inc.d822,938,075 5.02
Norges Bank 506,870,056 3.02
Notes
a The percentage of voting rights detailed above was calculated at the time of the
relevant disclosures made in accordance with Rule 5 of the DTR.
b The Capital Group Companies Inc (CG) holds its shares via CG Management
companies and funds. Part of the CG holding is held as American Depositary Receipts.
c Qatar Holding LLC is wholly owned by Qatar Investment Authority.
d Total shown includes 1,408,618 contracts for difference to which voting rights are
attached. On 25 January 2016, BlackRock, Inc. disclosed, by way of a Schedule 13G filed
with the SEC, beneficial ownership of 1,109,026,156 ordinary shares of the Company as
of 31December 2015, representing 6.6% of that class of shares.
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