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Exhibit 1.1
BTGroup
Articles of Association of BT Group plc
October 2009
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Certificate of Incorporation
on Change of Name and
Re-Registration of a Private
Company as a Public Company
on Change of Name and
Re-Registration of a Private
Company as a Public Company
Company No. 4190816
The Registrar of Companies for England and Wales
hereby certifies that
hereby certifies that
Newgate Telecommunications Limited
formerly registered as a private company having changed
its name and having this day been re-registered under the
Companies Act 1985 as a public limited company is now
incorporated under the name of
formerly registered as a private company having changed
its name and having this day been re-registered under the
Companies Act 1985 as a public limited company is now
incorporated under the name of
BT Group plc
and that the company is limited.
Given at Companies House, London, the 11th September 2001.
A SHAH
For the Registrar of Companies.
For the Registrar of Companies.
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Certificate of Incorporation
of a Private Limited Company
of a Private Limited Company
Company No. 4190816
The Registrar of Companies for England and Wales
hereby certifies that
hereby certifies that
Newgate Telecommunications Limited
is this day incorporated under the Companies Act 1985
as a private company and that the company is limited.
as a private company and that the company is limited.
Given at Companies House, London, the 30th March 2001.
JENNIFER KING
For the Registrar of Companies.
For the Registrar of Companies.
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Contents of the
Articles of Association
Articles of Association
Article No(s) | Subject | Page No(s) | ||||
1 | Preliminary Article | 9 | ||||
2-3 | General Meetings | 9 | ||||
4-5 | Notice of General Meetings | 9 | ||||
6-11 | Proceedings at General Meetings | 11 | ||||
12-16 | Voting at General Meetings | 14 | ||||
17-21 | Shareholders’ Voting Rights | 15 | ||||
22-26 | Proxies | 17 | ||||
27 | Company Representatives | 19 | ||||
28-29 | Directors | 19 | ||||
30-34 | Appointment and Removal of Directors | 20 | ||||
35-37 | Rotation of Directors | 21 | ||||
38 | Disqualification of Directors | 22 | ||||
39-42 | Remuneration of Directors | 22 | ||||
43-51 | Board Meetings | 24 | ||||
52-53 | Board Committees | 26 | ||||
54-58 | Directors’ Interests | 27 | ||||
59-67 | Directors’ Management Powers | 31 | ||||
68-69 | Directors’ Borrowing Powers | 34 | ||||
70 | Liability | 36 | ||||
71-75 | Shares | 36 | ||||
76-79 | Changing Share Capital | 38 | ||||
80-82 | Share Rights | 39 | ||||
83-84 | Share Certificates | 41 | ||||
85-86 | Transferring Shares | 42 | ||||
87-91 | People Automatically Entitled to Shares by Law | 43 | ||||
92 | Shareholders who Cannot be Traced | 44 | ||||
93-101 | Dividends | 45 | ||||
102 | Scrip Dividends | 48 | ||||
103-111 | Communications with shareholders | 50 | ||||
112-113 | Auditor | 53 | ||||
114 | Secretary | 53 | ||||
115 | Seals | 54 | ||||
116-117 | Documents | 55 | ||||
118-120 | Indemnity, Insurance and Defence expenditure | 56 | ||||
121-123 | Reserves | 58 | ||||
124-126 | Accounts | 59 | ||||
127 | Winding Up | 60 | ||||
128 | Interpretation | 60 |
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Words defined within a specific article or at the end of theArticlesare printed inbold.
After theArticlesthere is an explanation of terms which explains various words and expressions used in theArticles. These are printed initalics.
After theArticlesthere is an explanation of terms which explains various words and expressions used in theArticles. These are printed initalics.
Articles of Association
of BT Group plc
Company No. 4190816
(Adopted by aspecial resolutionpassed on 15 July 2009 with effect from 1 October 2009)
of BT Group plc
Company No. 4190816
(Adopted by aspecial resolutionpassed on 15 July 2009 with effect from 1 October 2009)
Preliminary Article
1. | Standard regulations do not apply | |
Any regulations made under thelegislationcontaining standard articles of association do not apply toBT. |
General Meetings
2. | Annual General Meetings | |
Everyyear BTmust hold an AnnualGeneral Meeting, in addition to any otherGeneral Meetingswhich are held in theyear. The notice calling the meeting must say that the meeting is the AnnualGeneral Meeting.BTmust hold an AnnualGeneral Meetingwithin sixmonthsofBT’saccounting reference date. TheBoardwill decide when and where to hold the AnnualGeneral Meeting. | ||
3. | General Meetings | |
TheBoardcan decide to call aGeneral Meetingat any time. |
Notice of General Meetings
4. | Notice of meetings | |
4.1. | At least 21clear days’ writtennotice must be given for every AnnualGeneral Meeting. For every otherGeneral Meeting, at least 14clear days’ writtennotice must be given. | |
4.2. | A notice of meeting must state: |
• | where the meeting is to be held; | ||
• | the date and time of the meeting; | ||
• | the general nature of anyspecial businessto be dealt with at the meeting; | ||
• | whether a resolution will be proposed as aspecial resolution; and |
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• | that ashareholderwho can attend, speak and vote can appoint one or moreproxies(who need not beshareholders) to attend, speak and vote for them. |
4.3. | Notices of meetings must be given to theshareholders, unless theArticlesor therightsof the shares say they are not entitled to receive them fromBT. However, theBoardcan decide that onlypeoplewho are entered on theRegisterat the close of business on a particular day are entitled to receive the notice. TheBoardcan choose that day so long as it falls not more than 21 days before the notice is sent. Notice must also be given to theAuditorand theBoard. | |
4.4. | TheBoardcan specify in the notice of meeting a time by which apersonmust be entered on theRegisterin order to have the right to attend or vote at the meeting. The time specified must not be more than 48 hours before the time fixed for the meeting. | |
4.5. | IfBTcannot call aGeneral Meetingby sending notices by post or by usingelectronic means, because the postal system orelectronic meansof communication in theUnited Kingdomare generally suspended or restricted, notice of the meeting will be treated as being given toshareholdersaffected by the suspension or restriction by advertisement in at least twoUnited Kingdomnational newspapers. Notice given in this way will be treated as being given to affectedshareholderswho are entitled to receive it at midday on the day when the last advertisement appears in the newspapers. In any such case,BTmust: |
• | if it is possible, make the notice available on its website from the date of the advertisement until the end of theGeneral Meetingor anyadjournmentof the meeting; and | ||
• | if it becomes generally possible to use the postal system orelectronic meansagain more than 14 days before the meeting send confirmation of the notice by post orelectronic means. |
5. | Moving or postponing meetings at short notice | |
If theBoardconsider that it is impractical, or undesirable, to hold aGeneral Meetingon the date or at the time or place stated in the notice of meeting, they can change the place of, or postpone, the meeting, or do both of these things. Notice of the business of the meeting does not need to be given again. TheBoardmust take reasonable steps to ensure that ashareholdertrying to attend the meeting at the original date, time and place is informed of the new arrangements. If a meeting is rearranged in this way,proxyappointments can be made, in the way required by Articles 22 to 25, until 48 hours before the rearranged meeting. TheBoardcan also change the place of, or postpone, the rearranged meeting, or do both, under this Article. |
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Proceedings at General Meetings
6. | Chairman of meetings | |
6.1. | The chairman of theBoardwill be the chairman at everyGeneral Meeting. | |
6.2. | IfBTdoes not have a chairman, or if the chairman is not present, willing and able to chair the meeting, the deputy chairman will chair the meeting. | |
6.3. | IfBTdoes not have a chairman or a deputy chairman, or if neither the chairman nor the deputy chairman is present, willing and able to chair the meeting, after waiting 15 minutes from the time that the meeting is due to start, the directors who are present will choose one of the directors to act as chairman. If there is only one director present, that director, if willing, will be chairman. If no director is present and willing, theSecretary, if present and willing, will be chairman. | |
6.4. | If there is no director orSecretarypresent, willing and able to chair the meeting, after waiting 15 minutes from the time that the meeting is due to start, theshareholdersandproxieswho are present and entitled to vote will pass anordinary resolutionto elect ashareholderorproxyto act as chairman. | |
6.5. | Nothing in theArticlesis intended to restrict or exclude any of the powers or rights of a chairman of a meeting which are given by law. | |
6.6. | The decision of the chairman on points of order, matters of procedure or arising incidentally out of the business of aGeneral Meetingis conclusive, as is the chairman’s decision, acting in good faith, on whether a point or matter is of this nature. | |
7. | Security and other arrangements at meetings | |
7.1. | The chairman of a meeting or theSecretarycan take any action they consider appropriate: |
• | for proper and orderly conduct at aGeneral Meeting; or | ||
• | so that the meeting reflects the wishes of the majority. |
7.2. | TheBoardcan askshareholdersorproxieswanting to attend aGeneral Meetingto submit to searches or other security arrangements which theBoardthink are appropriate. TheBoardcan, in their discretion, refuse entry to, or remove from, aGeneral Meetingashareholderorproxy who does not submit to those searches or comply with those security arrangements. | |
8. | Meeting in different places | |
8.1. | Subject tothelegislationand the rest of theArticles, everyshareholdercan attend aGeneral Meetingin person or byproxy. Where theGeneral Meetingis to be held at more than one place, ashareholderorproxyprevented from attending at one place can attend and participate at another place. |
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8.2. | TheBoardcan make arrangements that they, in their discretion, think appropriate to: |
• | regulate the number ofpeopleattending at a place where aGeneral Meeting(oradjournment) is to be held; | ||
• | ensure the safety ofpeopleattending at that place; or | ||
• | enable attendance at that meeting (oradjournment); |
and can change those arrangements at any time. The arrangements can include (without limitation) the issue of tickets or the use of a random method of selection. |
8.3. | In the case of aGeneral Meetingto which these arrangements apply, theBoardcan, when specifying the place of the meeting: |
• | direct that the meeting will be held at a place identified in the notice at which the chairman of the meeting will attend (the ‘Main Meeting Place’); and | ||
• | make arrangements for simultaneous attendance and participation at other places (whether byelectronic meansor otherwise) byshareholdersandproxiesentitled to attend the meeting but excluded from it under this Article or who want to attend at one of the other places. |
The notice of meeting does not have to give details of any arrangements under this Article. | ||
8.4. | Subject toArticle 8.1, arrangements for simultaneous attendance can include arrangements for regulating the number ofpeopleattending at any other places. | |
8.5. | In theArticles(unless the context requires otherwise) theshareholderswill be treated as meeting in theMain Meeting Place. | |
8.6. | TheBoard’spowers and discretions under this Article are delegated to the chairman at aGeneral Meeting. | |
9. | Quorum | |
9.1. | Before aGeneral Meetingstarts any business, there must be aquorumpresent. If not, the meeting cannot carry out any business but can choose apersonto chair the meeting. Thequorum is twopeoplewho are entitled to vote. They can beshareholdersorproxiesor a combination of both. | |
9.2. | This Article applies if aquorumis not present within 20 minutes after the time fixed for aGeneral Meetingto start or within any longer period which the chairman decides. If the meeting was called byshareholders, it is cancelled. Any other meeting isadjournedto any date, time and place stated in the notice of meeting. If the notice does not provide for this, the meeting isadjournedto a date, time and place decided by the chairman. |
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10. | Adjourning meetings | |
10.1. | The chairman of a meeting canadjournthe meeting, before or after it has started, if the chairman considers that: |
• | there is not enough room for the number ofshareholdersandproxies who want to attend the meeting; | ||
• | the behaviour of anyone present prevents, or is likely to prevent, the business of the meeting being carried out in an orderly way; or | ||
• | anadjournmentis necessary for any other reason, so that the business of the meeting can be properly carried out. |
The chairman canadjournthe meeting for any of these reasons to a date, time and place which the chairman decides, or indefinitely. The chairman does not need the consent of the meeting to do this. | ||
10.2. | The chairman of a meeting canadjourna meeting which has aquorumpresent if the meeting agrees. The chairman mayadjournthe meeting if the meeting directs this. Theadjournmentcan be to a date, time and place which the chairman decides, or indefinitely. | |
10.3. | If a meeting isadjournedindefinitely, theBoardwill decide the date, time and place of theadjournedmeeting. Meetings can beadjournedmore than once. | |
10.4. | If a meeting isadjournedfor 60 days or more, at least seven days’ notice must be given for theadjournedmeeting in the same way as was required for the original meeting, including notice of the business to be considered there. If a meeting isadjournedfor less than 60 days, there is no need to give notice of theadjournedmeeting, or of the business to be considered there. | |
10.5. | A reconvened meeting can only deal with business that could have been dealt with at the meeting which wasadjourned. | |
11. | Amending resolutions | |
11.1. | The chairman can propose amendments to anordinaryorspecial resolutionif they are amendments to correct an obvious error in the resolution. | |
11.2. | No other amendments can be proposed to aspecial resolution. | |
11.3. | Amendments to anordinary resolutionwhich are within the scope of the resolution can be proposed ifwrittennotice of the proposed amendment is received at theRegistered Office addressed to theSecretaryat least threeclear business daysbefore the day fixed for the meeting oradjournedmeeting. | |
11.4. | If the chairman, acting in good faith, rules an amendment out of order, an error in that ruling will not affect the validity of a vote on the original resolution. |
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Voting at General Meetings
12. | How votes are taken | |
12.1. | If a resolution is put to the vote at aGeneral Meeting, it will be decided by ashow of hands, unless apollis demanded as soon as, or before, the result of theshow of handsis declared by the chairman. Apollcan be demanded by: |
• | the chairman of the meeting; | ||
• | at least fiveshareholdersat the meeting who are entitled to vote (or theirproxies); or | ||
• | one or moreshareholdersat the meeting who are entitled to vote (or theirproxies) and who have, between them, at least 10 per cent of the total votes of allshareholderswho have the right to vote at the meeting. |
The chairman of the meeting can also demand apollbefore all, some or any of the resolutions are put to the vote on ashow of hands. | ||
12.2. | A demand for apollcan be withdrawn if the chairman agrees to this. If apollis demanded, and this demand is then withdrawn, a declaration by the chairman of the result of a vote by ashow of handson that resolution, which was made before thepollwas demanded, will stand. | |
13. | How polls are taken | |
13.1. | The chairman of the meeting can decide where, when and how apollwill be taken. The result will be treated as the decision of the meeting where thepollwas demanded, even if thepoll is taken after the meeting. | |
13.2. | The chairman can: |
• | decide that a ballot, electronic voting, voting papers or tickets will be used; | ||
• | appoint one or more scrutineers (who need not beshareholders); | ||
• | adjournthe meeting to a date, time and place which the chairman decides for the result of thepollto be declared; or | ||
• | declare the result of thepollor decide how it should be declared. |
13.3. | Ashareholdercan vote either in person or byproxyon apoll. If ashareholdervotes on apoll, they do not have to use all of their votes or cast all their votes in the same way. | |
14. | Timing of polls | |
Apollcan be taken either at the meeting or within threemonths. No notice is required for apoll. | ||
15. | Meetings continue after poll demanded | |
A demand for apollon a particular matter does not stop a meeting from continuing and dealing with other matters. But once all these matters have been dealt with, the meeting is treated as having ended immediately after thepollhas been taken, even though the result of thepollis to be worked out and announced later. |
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16. | Effect of declaration by chairman | |
The following applies when there is a vote on ashow of handsand nopollis demanded or a demand for apollis withdrawn. Any of the following declarations about a resolution by the chairman of the meeting is conclusive proof that it has been: |
• | passed or not passed; or | ||
• | passed with a particular majority. |
An entry in respect of this kind of declaration in the minutes of the meeting is also conclusive evidence of that fact. There is no need to prove the number or proportion of votes recorded for or against a resolution. |
Shareholders’ Voting Rights
17. | Votes of shareholders | |
Where there is a vote on ashow of hands, ashareholderpresent at a meeting in person or byproxyhas one vote. Where there is apoll, ashareholderpresent in person or byproxyhas one vote for every share which they hold or represent. This issubject to anyspecialrightsor restrictions which are given to a class of shares and to theArticles. | ||
18. | Failure to comply with notice under section 793 of the Companies Act | |
18.1. | This Article applies if ashareholder, or apersonappearing to be interested in shares (within the meaning of Part 22 of theCompanies Act) held by thatshareholder, has: |
• | been sent a notice under section 793 of theCompanies Actrequiring information about interests in shares; and | ||
• | failed to supply toBTthe required information within 14 days after delivery of that notice. |
Then, unless theBoarddecide otherwise, theshareholderis not entitled to: |
• | attend or vote either in person or byproxyat ashareholders’ meeting; or | ||
• | exerciseany other right in relation toshareholders’ meetingsas holder of any shares inBT. |
These restrictions end seven days after the earlier of the date on which: |
• | theshareholdercomplies with the notice toBT’ssatisfaction; and | ||
• | BTreceiveswrittennotice that there has been anapproved transfer of the shares. |
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18.2. | Apersonwho obtains sharessubject torestrictions under Article 18.1 issubject tothe same restrictions, unless the transfer was: |
• | anapproved transfer; or | ||
• | made by ashareholderwho was not in default in supplying the information required by the notice under Article 18.1. |
18.3. | In this Article apersonis treated as appearing to be interested in any shares if theshareholderholding those shares has been sent a notice under section 793 of theCompanies Act and: |
• | theshareholderhas named thatpersonas being so interested; or | ||
• | (after taking into account the response of theshareholderto the notice and any other relevant information) theBoardknows or reasonably believes that thepersonin question is or may be interested in the shares. |
18.4. | In this Article a transfer of shares is anapproved transferif: |
• | it is a transfer of shares to an offeror under an acceptance of atakeover offer; or | ||
• | theBoardare satisfied that the transfer is a genuine sale of the whole of thebeneficial ownershipof the shares to apersonwho is not connected with theshareholderor with apersonappearing to be interested in the shares. This includes such a sale made through theLondon Stock Exchangeor any other stock exchange on whichBT’sshares are normally traded. |
19. | Votes of joint shareholders | |
If more than one jointshareholdervotes, the only vote which will count is the vote of the firstshareholderlisted on theRegisterfor the share. This also applies if theshareholdersvote byproxy. | ||
20. | Votes of shareholders who are unable to manage their affairs | |
This Article applies where a: |
• | shareholderis unable to manage their affairs; and | ||
• | court which claims jurisdiction to protectpeoplewho are unable to manage their affairs has made an order about theshareholder. |
Thepeopleappointed by the court to act for theshareholdercan vote for theshareholderandexerciseotherrightsatGeneral Meetings. This includes appointing aproxy, voting on ashow of handsand voting on apoll. However, it only applies if any evidence which theBoardrequires of their authority to do these things is delivered to theRegistered Officeor any other place theBoardspecify for delivery ofproxy formsat least 48 hours before the relevant meeting (oradjournedmeeting). | ||
21. | Challenging votes | |
An objection to the right of apersonto vote must be made at the meeting (oradjournedmeeting) at which the vote is cast. If a vote is not disallowed at a meeting, it is valid for all purposes. An objection must be raised with the chairman of the meeting. The chairman’s decision is conclusive. |
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Proxies
22. | Appointment of proxies | |
22.1. | Ashareholderis entitled to appoint aproxyor (subject toArticle 23)proxiestoexercise all or any of theshareholder’srights to attend, speak and vote atGeneral Meetings. | |
22.2. | Aproxyis appointed by using aproxy formor in any other way, andsubject toany terms and conditions, theBoarddecide. For example, theBoardcan decide that aproxycan be appointed usingelectronic meansor by means of a website. | |
22.3. | Aproxyneed not be ashareholder. | |
23. | Multiple proxies | |
Ashareholdercan appoint more than one proxy. However, each proxy must be appointed toexerciserightsin respect of a different share or shares held by theshareholder. | ||
24. | Form of Proxy | |
24.1. | Aproxy form: |
• | must bein writing; and | ||
• | can be in any form which is commonly used or in any other form theBoardapprove. |
24.2. | Aproxy formgiven by: |
• | an individual must be signed by the individual or anattorneywho is authorised to act on behalf of the individual or authenticated in accordance with Article 104; and | ||
• | acompanymust be sealed with thecompany’s sealor signed by anofficerof thecompanyor anattorneywho is authorised to act on behalf of thecompanyor authenticated in accordance with Article 104. |
Any signature on or authentication of an appointment need not be witnessed. | ||
25. | Receipt of proxies | |
25.1. | Aproxy formmust be received at the place oraddressstated in the notice of meeting orproxy formor in any invitation contained in anelectronic formto appoint aproxyor, if no place oraddressis stated, at theRegistered Office. If theBoarddecide that aproxycan be appointed in any other way, notice of the appointment must be received as theBoardspecify. | |
25.2. | Notices of appointments ofproxiesmust be received at least: |
• | 48 hours before a meeting oradjournedmeeting; | ||
• | 24 hours before apollis taken, if thepollis taken more than 48 hours after it was demanded; or |
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• | 48 hours before a meeting oradjournedmeeting, if thepollis taken within 48 hours after the meeting oradjournedmeeting. |
In calculating the periods in this Article, theBoardcan decide to exclude any part of any day which is not abusiness day. | ||
25.3. | If aproxy formis signed or authenticated in accordance with Article 104, thepower of attorneyor other authority relied on to appoint aproxy, or a copy which has been certified by a solicitor or notary, must be registered withBT, together with anyproxy formor in any other way that theBoardspecify, unless this has already been done. These documents must be received by the deadline which applies to notices of appointments ofproxiesunder Article 25.2. TheBoardmay decide to disapply the requirements in this Article 25.3 in relation to aproxy formor the appointment of aproxymade under the second sentence of Article 25.1. | |
25.4. | In relation to any shares in uncertificated form, theBoardcan: |
• | permit aproxyto be appointed byelectronic meansin the form of anuncertificated proxy instruction; | ||
• | permit any supplement to, or amendment or withdrawal of this instruction by a furtheruncertificated proxy instruction; | ||
• | decide the method of determining the time when anyuncertificated proxy instructionis to be treated as received byBT; and | ||
• | treat any instruction of this kind which appears or claims to be sent on behalf of theshareholderas conclusive evidence that thepersonsending the instruction is authorised to send it on behalf of thatshareholder. |
25.5. | If this Article is not complied with, theproxywill not be able to act for thepersonwho appointed them. | |
25.6. | If aproxyfor several meetings has been properly appointed for a meeting oradjourned meeting, theproxydoes not need to be appointed again for a later meeting which the appointment covers. Aproxy formwill be valid for anyadjournmentof the meeting or meetings to which it relates and for any vote on ashow of handsor anypolldemanded at that meeting oradjournedmeeting. | |
25.7. | If more than one proxy is appointed in respect of the same share to act at the same meeting, only the last appointment received will be treated as valid (regardless of when it was signed or by what means it was submitted). If BT does not know which is the last appointment, BT can decide which appointment to treat as valid or whether any of them are valid and its decision will be conclusive. | |
25.8. | Ashareholdercan attend, vote and speak at aGeneral Meetingor on apolleven if they have appointed aproxyto attend, vote and speak at that meeting or on thatpoll. |
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26. | Termination of proxies | |
26.1. | A vote cast by aproxyin the way authorised by their appointment and a demand for apoll made by aproxywill be valid even though theshareholderwho appointed theproxyhas: |
• | died or is unable to manage their affairs; | ||
• | terminated the appointment; or | ||
• | terminated the authority of thepersonwho made the appointment. |
However, this does not apply ifwrittennotice of any of these events has been received in any way specified for the appointment ofproxies: |
• | 48 hours before the meeting oradjournedmeeting; | ||
• | 24 hours before thepollis taken, if thepollis taken more than 48 hours after it was demanded; or | ||
• | 48 hours before a meeting oradjournedmeeting, if thepollis taken within 48 hours after the meeting oradjournedmeeting. |
In calculating the periods in this Article, theBoardcan decide to exclude any part of any day which is not abusiness day. | ||
26.2. | The appointment of aproxywill cease to be valid 12monthsafter the date theproxy form was signed or authenticated or notice of the appointment was received. However, the appointment is still valid at anadjournedmeeting or on apolldemanded at a meeting oradjournedmeeting, if the original meeting was first held within the 12monthperiod. |
Company Representatives
27. | Appointment of company representatives | |
Subject to thelegislation, acompanywhich is ashareholdercan, by resolution of its directors or other governing body, authorise apersonor severalpeopleto act as its representative or representatives at aGeneral Meeting. Each of thosepeopleis called acompany representative. |
Directors
28. | Number of directors | |
There must be at least two directors. Theshareholderscan vary this minimum and/or decide or vary a maximum number of directors by passing anordinary resolution. | ||
29. | Directors need not be shareholders | |
A director need not be ashareholder. A director who is not ashareholderis still entitled to receive notice of and attend and speak atshareholders’ meetings. |
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Appointment and Removal of Directors
30. | People who can be directors | |
Only the followingpeoplecan be elected as directors at aGeneral Meeting: |
• | a director who is retiring at the meeting; | ||
• | apersonwho is recommended by theBoard; and | ||
• | apersonwho has been proposed in the following way. Ashareholder who is entitled to attend and vote at the meeting (other than the proposed director) must deliver toBTa noticein writing, signed or authenticated in accordance with Article 104 by theshareholder. The notice must state that they intend to propose thepersonfor election and whether thepersonis proposed as an additional director or to replace a director who is retiring or being removed. This notice must be delivered not less than seven nor more than 42 days before the date of the meeting. Thepersonto be proposed must deliver toBTwith the notice a confirmationin writing, signed or authenticated in accordance with Article 104 by thepersonto be proposed that they are willing to be elected. |
31. | Filling vacancies and appointing or electing additional directors | |
31.1. | TheBoardcan appoint apersonas an additional director or as a replacement for another director. A director appointed in this way automatically retires at the first AnnualGeneral Meetingafter their appointment. At this AnnualGeneral Meetingthey can be elected by theshareholders as a director. | |
31.2. | Subject toArticle 30, theshareholderscan elect apersonproposed as an additional director or to replace another director by passing anordinary resolution. | |
31.3. | Additional directors can only be appointed or elected under this Article within any maximum number of directors which applies under Article 28 (including any variation of that maximum approved by anordinary resolutionofshareholders). | |
32. | Removing and electing directors by ordinary resolution | |
32.1. | Theshareholderscan pass anordinary resolutionto remove a director, even though the director‘s time in office has not ended. This applies despite anything else in theArticlesor in any agreement betweenBTand the director.Special noticeof the resolution must be given toBTas required by thelegislation. If a director is removed in this way, it will not affect any claim which the director has for damages for breach of any contract of service. | |
32.2. | Subject toArticle 30, theshareholderscan elect apersonto replace a director who has been removed in this way by passing anordinary resolution. Apersonelected under this Article to replace a director who has been removedretires by rotationunder Article 35 when the director replaced would have been due to retire. If no director is elected under this Article, the vacancy can be filled under Article 31. |
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33. | Electing two or more directors | |
A single resolution for the election of two or more directors is void unless theshareholdersapprove the putting of the resolution in this form first by a vote taken at theGeneral Meetingwith no votes cast against. | ||
34. | Directors can act if there are vacancies | |
Even if one or more director(s) has stopped being a director, the remaining director(s) can continue to act. If the number of director(s) falls below the minimum which applies under Article 28 (including any variation of that minimum approved by anordinary resolutionofshareholders), the remaining director(s) can only: |
• | appoint further director(s) to make up the shortfall; or | ||
• | convene aGeneral Meeting. |
If no director(s) are willing or able to act under this Article, any twoshareholders can call aGeneral Meetingto elect director(s). |
Rotation of Directors
35. | Retiring by rotation | |
At every AnnualGeneral Meetingany director who was elected or last re-elected a director at or before the AnnualGeneral Meetingheld in the thirdyearbefore the currentyearmustretire by rotation. | ||
36. | Re-electing directors who retire by rotation | |
At theGeneral Meetingat which a directorretires by rotationtheshareholderscan pass anordinary resolutionto re-elect the director or, if Article 30 has been complied with, to elect some other eligiblepersonin the director’s place. | ||
The retiring director is treated as re-elected unless: |
• | the meeting expressly resolves not to elect a director to fill the vacancy; | ||
• | the director has toldBT in writingthat the director does not want to be re-elected; | ||
• | a resolution to re-elect the director is put to the meeting and lost; or | ||
• | any maximum number of directors which applies under Article 28 (including any variation of that maximum approved by anordinary resolutionofshareholders) would be exceeded. |
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37. | When a director retires | |
A director retiring at aGeneral Meetingretires at the end of that meeting or (if earlier) when a resolution is passed to elect anotherpersonin the director’s place or when a resolution to re-elect the director is put to the meeting and lost. Where a retiring director is re-elected (or treated as re-elected under Article 36) the retiring director continues as a director without a break. |
Disqualification of Directors
38. | When directors are disqualified | |
38.1. | A director automatically ceases to be a director if: |
• | the director ceases to be a director under thelegislationor is removed from office under theArticles; | ||
• | the director is prohibited from being a director under thelegislation; | ||
• | the director becomes bankrupt; | ||
• | the director makes an arrangement or composition with the director’s creditors or applies for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act; | ||
• | the director becomes unable to manage their affairs and a court which claims jurisdiction to protectpeoplewho are unable to manage their affairs has made an order detaining the director or appointing apersonto manage the director’s property or affairs; | ||
• | except where the director’s contract prevents the director resigning, the director: |
• | delivers toBTawrittennotice of resignation signed by or on behalf of the director; or | ||
• | offers to resign and theBoardpass a resolution accepting the offer; |
• | the director has missedBoardmeetings for a continuous period of sixmonths, without permission from theBoardand theBoardpass a resolution removing the director from office; or | ||
• | the director‘s contract expires or is terminated for any reason and is not renewed or replaced within 14 days. |
38.2. | If a director ceases to be a director, the director automatically ceases to be a member of anyBoardcommittee or sub-committee. |
Remuneration of Directors
39. | Directors’ fees | |
TheBoardcan decide on the amount, timing and method of payment of directors’ fees, but the total feespaidto each director, excluding amounts payable under any otherArticle, must not exceed: |
• | £65,000 ayear(accruing daily), increasing by the percentage increase in the retail prices index (as defined in Section 833(2) |
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Income and Corporation Taxes Act 1988) for any 12monthperiod beginning on 1 April 1999 or an anniversary of that date; or |
• | any higher sum decided on by anordinary resolutionofshareholders. This resolution can increase the feepaidto all or any directors either permanently or for a particular period. |
40. | Directors’ expenses | |
TheBoardcan also repay to a director all expenses properly incurred in: |
• | attending and returning fromshareholders’ meetings,Boardmeetings orBoardcommittee meetings; or | ||
• | any other way in connection withBT’sbusiness. |
41. | Extra fees | |
41.1. | TheBoardcan award extra fees to a director who: |
• | holds an executive position; | ||
• | acts as chairman or deputy chairman; | ||
• | serves on aBoardcommittee or board at the request of theBoard; or | ||
• | performs any other services which theBoardconsider extends beyond the ordinary duties of a director. |
41.2. | Extra fees can take the form of salary, commission, profit sharing or other benefits (and can bepaidpartly in one way and partly in another). They can also include any kind of benefit for the director’s dependants. This is all decided by theBoard. | |
42. | Pensions and other benefits | |
42.1. | TheBoardcan decide whether to provide: |
• | pensions; | ||
• | annual payments; or | ||
• | other allowances or benefits, |
to anypeopleincludingpeoplewho are or who were directors ofBT. TheBoardcan decide to extend these arrangements to relations or dependants of, orpeopleconnected to, thesepeople. TheBoardcan also decide to contribute to a scheme or fund or topaypremiums to a third party for these purposes. |
42.2. | BTcan only provide pensions and other similar benefits to: |
• | peoplewho are or were directors but who have not been employed by, or held an office or executive position in,BTor itssubsidiary undertakings; and | ||
• | relations or dependants of, orpeopleconnected to, those directors or former directors, |
if theshareholdersapprove this by passing anordinary resolution. | ||
42.3. | No director or former director is accountable toBTor theshareholdersfor a benefit of any kind given in accordance with this Article. The receipt |
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of a benefit of any kind given in accordance with this Article does not prevent apersonfrom being or becoming a director ofBT. |
Board Meetings
43. | Board meetings | |
TheBoardcan decide when and where to have meetings, how they are conducted and thequorum. They can alsoadjourntheir meetings. | ||
44. | Notice of Board meetings | |
44.1. | A meeting can be called by a director or theSecretary. TheSecretarymust also call a meeting if a director requests this. | |
44.2. | TheBoardcan decide how notice ofBoardmeetings is to be given and on any terms and conditions (including oral notice).Subject tothis,Boardmeetings are called by delivering awrittennotice to each director personally or by sending it to their last knownaddressor anotheraddressgiven toBTfor this purpose. | |
44.3. | A director who is out of theUnited Kingdomis not entitled to be given notice of aBoard meeting unless: |
• | notice of aBoardmeeting is givenin writing; and | ||
• | the director has asked theBoard in writingto send notices ofBoardmeetings during the director’s absence to the director’s last knownaddress or anotheraddressgiven toBTfor this purpose. |
A director can waive notice of a meeting at any time, even if the meeting has already taken place. | ||
45. | Chairman of Board meetings | |
45.1. | TheBoardcan appoint a director as chairman or deputy chairman for whichever periods theBoarddecide. If the chairman is at a meeting, the chairman will chair it. In the chairman’s absence, the chair will be taken by the deputy chairman. If there is no chairman or deputy chairman present and willing within five minutes after the time when the meeting is due to start, the chair will be taken by a director nominated by the chairmanin writing. If the chairman has not done this, the directors present can choose which one of them will be the chairman of the meeting. |
45.2. | References in theArticlesto “deputy chairman” include, if no one has been appointed with that specific title, apersonappointed to a position with another title which theBoard designate as equivalent to the position of deputy chairman. |
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46. | Quorum | |
46.1. | If no otherquorumis fixed by theBoard, two directors form aquorum. A meeting at which aquorumis present canexerciseall the powers and discretions of theBoard. | |
46.2. | A director who ceases to be a director at aBoardmeeting can continue to be present and act as a director and be counted in thequorumuntil the end of thatBoardmeeting if no other director objects and aquorumof theBoardwould not otherwise be present. | |
47. | Voting at Board meetings | |
Matters for decision which arise at aBoardmeeting will be decided by a majority vote. If the votes are equal, the chairman of the meeting has a second, casting vote. | ||
48. | Video conference and telephone meetings | |
Any of the directors or members of a committee can take part in aBoardmeeting orBoardcommittee meeting by way of a: |
• | video conference or conference telephone or similar equipment designed to allow everybody to take part in the meeting; or | ||
• | series of video conferences or telephone calls from the chairman of the meeting. |
Taking part in this way will be treated as being present at the meeting. A meeting which takes place by a series of video conferences or telephone calls from the chairman will be treated as taking place where the chairman is. Otherwise meetings will be treated as taking place where the largest group of the participants is or, if there is no such group, where the chairman is, unless theBoarddecide otherwise. |
49. | Minutes of meetings | |
49.1. | TheBoardmust cause minutes to be made in minute books of the: |
• | names of the directors present at eachBoardmeeting andBoard committee meeting; | ||
• | appointments ofofficersmade by theBoard; and | ||
• | proceedings and resolutions atBoardmeetings,Boardcommittee meetings andshareholders’ meetings. |
49.2. | It is not necessary for the directors present at aBoardmeeting orBoardcommittee meeting to sign their names in the minute book or other attendance book. | |
50. | Validity of the Board’s actions | |
Everything which is done by aBoardmeeting, aBoardcommittee meeting or aperson acting as a director, will be valid even though it is discovered later that a director orpersonacting as a director was not properly appointed or elected. This also applies if it is discovered later that apersonwas disqualified from being a director, had ceased to be a director or was not entitled to vote. |
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51. | Written Resolutions | |
A directors’writtenresolution is adopted when all of the directors entitled to vote on the resolution at aBoardmeeting have: |
• | signed one or more copies of it, or | ||
• | otherwise indicated their agreement to itin writing. |
These copies can be made usingelectronic means. This kind of resolution is only adopted if the number of directors who have signed it or indicated their agreement to it meet thequorumrequirement forBoardmeetings. Once a directors’written resolution has been adopted, it will be treated as if it had been a resolution which was passed at aBoardmeeting. |
Board Committees
52. | Delegating powers to committees | |
52.1. | TheBoardcan delegate any of their powers or discretions to committees of one or more directors or otherpeople. This includes powers or discretions relating to directors’payor giving benefits to directors. If theBoardhave delegated a power or discretion to a committee, any references in theArticlesto using that power or discretion include its use by the committee. A committee must comply with any regulations made by theBoard. These regulations can require or allowpeoplewho are not directors to be co-opted onto the committee and can give voting rights to co-opted members. | |
52.2. | Unless theBoardspecifically decide not to allow this, a committee can sub-delegate powers and discretions to sub-committees or otherpeople. | |
52.3. | References in theArticlesto committees include sub-committees permitted under this Article. |
53. | Proceedings of committees | |
53.1. | If a committee includes two or more members, theArticleswhich regulateBoardmeetings and their procedure will also apply to committee meetings (if possible), unless these are inconsistent with any regulations for the committee which theBoardhas made under Article 52. | |
53.2. | A committee or sub-committee can be called a “board” or “council” or any other name theBoarddecide. |
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Directors’ Interests
54. | Authorising directors’ conflicts of interest | |
54.1. | For the purposes of section 175 of theCompanies Act, theBoardcan authorise any matter which: |
• | would or could be a breach of a director’s duty under that section; or | ||
• | could result in a breach of a director’s duty under that section. |
This authorisation will avoid a situation arising in which the director has, or could have, a direct or indirect interest that conflicts, or could conflict, with the interests ofBT. | ||
54.2. | For authorisation of a matter under this Article to be effective: |
• | the matter in question must have been proposedin writingfor consideration at aBoardmeeting, in accordance with theBoard’snormal procedures or in any other way theBoardmay decide; | ||
• | anyquorumrequirement at theBoardmeeting when the matter is considered must be met without counting anyInterested Directors; and | ||
• | the matter must be agreed without theInterested Directorsvoting, or would have been agreed if the votes of theInterested Directorshad not been counted. |
54.3. | Any matter authorised under this Article will include any existing or potential conflict of interest which it is reasonable to expect will arise out of the authorised matter. | |
54.4. | Any authorisation of a matter under this Article will besubject toany conditions or limitations decided on by theBoard. TheBoardcan decide the conditions or limitations at the time authorisation is given, or later on, and can end them at any time. A director must comply with any obligations theBoardimpose on the director after a matter has been authorised. | |
54.5. | A director does not have to hand over toBTany benefit which the director receives (or apersonconnected with the director receives) as a result of anything theBoardhas authorised under this Article. No contract of the type described in this Article can be cancelled because of any director’s interest or benefit. | |
55. | Directors may have certain interests | |
55.1. | Subject tocompliance with Article 55.2, a director can have the following interests: |
(a) | a director (or apersonconnected with the director) can be a director,officeror employee of, or have an interest in (including holding shares), anyRelevant Company; | ||
(b) | a director (or apersonconnected with the director) can have an interest in anyRelevant Company BThas an interest in or be a party to a contract with thatcompany; | ||
(c) | a director (or apersonconnected with the director, or any firm the director is a partner, employee or shareholder of) can do |
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professional work for anyRelevant Company(other than as anAuditor) whether or not payment is made for the work; | |||
(d) | an interest if it cannot reasonably be regarded as likely to give rise to a conflict of interest; | ||
(e) | an interest if the director is not aware of the interest or of the transaction or arrangement giving rise to the interest (for these purposes the director will be treated as being aware of matters if it is reasonable to expect the director to be aware of them); | ||
(f) | an interest in any matter authorised under Article 54.1; or | ||
(g) | any other interest authorised byordinary resolution. |
No authorisation under Article 54 (other than under paragraph (f) of this Article) is required for any interests under this Article. | ||
55.2. | The director must declare the nature and extent of any interest allowed under Article 55.1 and not falling within Article 55.3, at a Board meeting or in the manner set out in section 184 or 185 of the Companies Act. | |
55.3. | A director does not need to declare an interest: |
• | if it cannot reasonably be regarded as likely to give rise to a conflict of interest; | ||
• | if the director is not aware of the interest or of the transaction or arrangement giving rise to the interest (for these purposes the director will be treated as being aware of matters if it is reasonable to expect the director to be aware of them); | ||
• | if the interest relates to any matter which has been authorised under Article 54.1; | ||
• | if the other directors already know about the interest (and for this purpose the other directors will be treated as knowing about the interest if it is reasonable to expect they know about it); or | ||
• | if the interest concerns the terms of the director’s service contract that have been or are to be considered at aBoardmeeting or at a committee meeting of directors appointed for the purpose under theseArticles. |
55.4. | A director does not have to hand over toBTany benefit which the director (or aperson connected with the director) receives: |
• | from any contract or from any office or employment or from any interest in anyRelevant Company; or | ||
• | for any payment as referred to in Article 55.1. No contract of the type described in Article 55.1 can be cancelled because of any director’s interest or benefit. |
55.5. | In this Article each of the following is aRelevant Company: |
• | BT; | ||
• | asubsidiary undertakingofBT; | ||
• | anyholdingcompanyofBTor asubsidiary undertakingof any suchholdingcompany; | ||
• | anycompanypromoted byBT; or | ||
• | anycompanyin whichBTis otherwise interested. |
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56. | When directors can vote on things in which they are interested | |
56.1. | Unless this Article says otherwise, and regardless of whether the interest is one which is authorised under Article 54 or allowed under Article 55, a director cannot vote (and if the director does vote, such vote will not be counted) on a resolution about a contract in which the director (or apersonconnected with the director) is interested. | |
56.2. | A director cannot be counted in thequorumfor aBoardmeeting in relation to any resolution on which the director is not entitled to vote. | |
56.3. | If thelegislationallows, a director can (unless the director has some other interest as well as an interest allowed by this Article) vote and be counted in thequorumon a resolution concerning a contract: |
(a) | in which the director has an interest of which the director is not aware; | ||
(b) | in which the director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest; | ||
(c) | in which the director has an interest only because the director is a holder of shares,debenturesor othersecuritiesofBT, or by reason of any other interest in or throughBT; | ||
(d) | which involves the giving of any security, guarantee orindemnity to the director or any otherpersonfor: |
• | money lent or obligations incurred by the director or by any otherpersonat the request of or for the benefit ofBTor the benefit of any of itssubsidiary undertakings; or | ||
• | a debt or other obligation which is owed byBTor any of itssubsidiary undertakingsto that otherpersonif the director has taken responsibility for all or any part of that debt or obligation by giving a guarantee, security orindemnity; |
(e) | whereBTor any of itssubsidiary undertakingsis offering any shares,debenturesor othersecuritiesforsubscriptionor purchase: |
• | to which the director is or may be entitled to participate as a holder ofBTsecurities; or | ||
• | where the director will be involved in the underwriting or sub-underwriting; |
(f) | relating to any othercompanyin which the director has an interest, directly or indirectly (including holding a position in thatcompany) or is ashareholder, creditor, employee or otherwise involved in thatcompany. These rights do not apply if the director owns one per cent or more of thatcompanyor of the voting rights in thatcompany; | ||
(g) | relating to an arrangement for the benefit ofBTemployees or formerBTemployees or any ofBT’ssubsidiary undertakingswhich only gives the directors the same benefits that are generally given to the employees or former employees to whom the arrangement relates; | ||
(h) | relating toBTbuying or renewing insurance for anyliabilityfor the benefit of directors or for the benefit ofpersonswho include directors; | ||
(i) | relating to the giving ofindemnitiesin favour of directors; |
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(j) | relating to the funding of expenditure by any director or directors: |
• | on defending criminal, civil or regulatory proceedings or actions against the director or the directors; | ||
• | in connection with an application to the court for relief; or | ||
• | on defending the director or the directors in any regulatory investigations; |
(k) | which enables any director or directors to avoid incurring expenditure as described in paragraph (j); and | ||
(l) | in which the director’s interest, or the interest of directors generally, has been authorised by anordinary resolution. |
56.4. | This Article applies if theBoardare considering proposals to appoint two or more directors to positions withBTor anycompanyin whichBThas an interest. It also applies if theBoard are considering fixing or varying the terms of the appointment. These proposals can be split up to deal with each proposed director separately. If this is done, each proposed director can vote (unless the proposed director is prevented from voting under Article 56.1) and be counted in thequorumfor each resolution, except the one concerning that director. | |
56.5. | If a question comes up at a meeting about whether a director (other than the chairman of the meeting) has a material interest or whether the director can vote or be counted in thequorum, and the director does not agree to abstain from voting on the question or not be counted in thequorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the director is conclusive, unless the nature or extent of the director’s interests have not been fairly disclosed to theBoard. If the question comes up about the chairman of the meeting, the question will be decided by a resolution of theBoard. The chairman cannot vote on the question but can be counted in thequorum. TheBoard’sresolution about the chairman is conclusive, unless the nature or extent of the chairman’s interests have not been disclosed to theBoard. | |
57. | Confidential information | |
57.1. | Subject toArticle 57.2, if a director receives information for which the director owes a duty of confidentiality to apersonother thanBT, and the director did not receive the information because of their position as a director, the director will not be required to: |
• | disclose such confidential information toBTor to theBoard, or to any director,officeror employee ofBT; or | ||
• | use or apply such confidential information in any other way in connection with the director’s duties as a director. |
57.2. | If a duty of confidentiality arises out of a situation in which the director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests ofBT, Article 57.1 will apply only if the conflict arises out of a matter which has been authorised under Article 54 or falls within Article 55. | |
57.3. | This Article does not affect any equitable principle or rule of law which may excuse or release the director from disclosing information, in circumstances where disclosure may otherwise be required under this Article. |
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58. | Directors’ interests – general | |
58.1. | For the purposes of Articles 54 to 58: |
• | a reference to a contract includes a reference to an existing or proposed contract, transaction or arrangement; | ||
• | a director will be treated as owning one per cent or more of acompanyif the director (together with thosepersonsconnected with the director) holds an interest in shares representing one per cent or more of: |
• | a class of issued equity share capital; or | ||
• | the voting rights of thatcompany; |
• | an interest of apersonwho is connected with a director will be treated as an interest of the director; and | ||
• | section 252 of theCompanies Actwill determine whether apersonis connected with a director. |
58.2. | Where a director has an interest which it is reasonable to expect will result in a conflict of interest, the director can if asked to do so by theBoardtake such additional steps that are necessary or desirable to manage the conflict of interest. These steps can include complying with any procedures laid down by theBoardto manage conflicts of interest generally, or carrying out any specific procedures approved by theBoardfor managing the situation or matter in question, including (without limitation) the director: |
• | being absent from anyBoardmeetings where the relevant situation or matter is to be considered; and | ||
• | not being given access to documents or information made available to theBoardgenerally in relation to such situation, or arranging for the documents or information to be reviewed by a professional adviser to determine whether it is appropriate for the director to have access to such documents or information. |
58.3. | Theshareholderscan by passing anordinary resolutionratify any contract not properly authorised by reason of breaching any of the provisions in Articles 54 to 58. |
Directors’ Management Powers
59. | Management powers | |
59.1. | TheBoardwill manageBT’sbusiness. They can use allBT’spowers, except where thelegislationor theArticlessay that powers can only be used by theshareholdersvoting to do so at aGeneral Meeting. The general management powers under this Article are not limited in any way by specific powers given to theBoardby otherArticles. | |
59.2. | TheBoard’smanagement powers aresubject to: |
• | thelegislation; | ||
• | theArticles; and | ||
• | any other requirements which are consistent with thelegislation and theArticlesand are approved by theshareholderspassing anordinary resolution. |
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59.3. | If a change is made to theArticlesor theshareholdersapprove a requirement relating to something which theBoardhave already done which was within their powers, that change or requirement cannot invalidate theBoard’sprevious action. | |
60. | Appointing directors to executive positions | |
TheBoardcan appoint one or more directors to any executive position they decide. As far as thelegislationallows, they can decide how long these appointments will be for and what their terms will be. They can also vary the terms of or end these appointments. If a director ceases to be a director, the director automatically ceases to hold any executive position inBT. If a director’s appointment is varied or ends because of this Article, this does not prejudice any claim againstBTfor breach of contract. | ||
61. | Delegation of powers | |
TheBoardcan give a director or theSecretaryany of the powers which they have jointly as theBoard. These powers can be given on any terms and conditions theBoard decide either in parallel with, or in place of, the powers of theBoardacting together. These powers can include the power to sub-delegate. TheBoardcan change the basis on which these powers are given or withdraw them from the director orSecretary. Nopersondealing in good faith who does not know about the change or withdrawal will be affected by it. | ||
62. | Power to establish local boards and agencies | |
62.1. | TheBoardcan set uplocal boardsor agencies to manage, supervise or advise on any ofBT’s business in theUnited Kingdomor elsewhere. TheBoardcan also appoint aperson(who need not be a director) to be a: |
• | member of alocal board; or | ||
• | manager or agent. |
62.2. | TheBoardcan: |
• | decide the remuneration and other benefits ofpeopleappointed under this Article; | ||
• | delegate any of theBoard’sauthority, powers or discretions to a: |
• | local board; | ||
• | manager or agent; or | ||
• | subsidiary undertakingofBT(whether wholly-owned or not); |
• | allowlocal boards, managers or agents, orsubsidiary undertakings to delegate to anotherperson; | ||
• | allow members oflocal boardsto fill any vacancies on their boards and to continue to act even though there are vacancies; | ||
• | remove anypeopleappointed under this Article (includingpeople appointed by anotherpersonunder this Article); and |
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• | cancel or change an appointment or delegation made under this Article (including an appointment made by anotherpersonunder this Article), although this will not affect apersonwho acts in good faith who has not had notice of the cancellation or change. |
62.3. | An appointment or delegation by theBoardwhich is referred to in this Article can be on any terms and conditions theBoarddecide. | |
62.4. | In this Article, “local board” means a special or local board, committee or council and includes a regional or area board or a board for a particular part ofBT’sbusiness. | |
63. | Power to appoint agents | |
63.1. | TheBoardcan appoint aperson(including the members of a group which changes over time) asBT’sagent. The agent can either be appointed directly by theBoard, or theBoardcan give anotherpersonthe power to select an agent. TheBoardcan decide the purposes, powers, authorities and discretions of an agent. But they cannot give an agent a power, authority or discretion which theBoarddo not have under theArticles. | |
63.2. | TheBoardcan decide how long an appointment of an agent will last for and they can apply any terms and conditions to it. The appointment can include any provisions which theBoard decide for the protection and convenience of apersondealing with the agent. The appointment can also allow the agent to sub-delegate all or any of their powers, authorities or discretions to any otherperson. | |
64. | Positions with titles including the word ‘director’ | |
TheBoardcan appoint apersonto a position having a title including the word “director” or give a title including the word “director” to an existing position and can end that appointment or the use of that title. The use of the word “director” in the title of a position does not imply that the holder is a director ofBTand the holder does not have the power to act as a director ofBTand is not treated as a director ofBTfor the purposes of theArticles. | ||
65. | Overseas branch registers | |
BTcan use all the powers that thelegislationgives to keep an overseas branch register. TheBoardcan make and change any regulations they decide relating to this register, as long as thelegislationallows this. |
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66. | Signatures on cheques etc. | |
All cheques, promissory notes, drafts, bills of exchange and otherinstruments (whethernegotiableor transferable or not) and all receipts for moneypaidtoBTcan be signed, drawn, accepted, endorsed ormade effectivein any way theBoarddecide. | ||
67. | Power to provide for the benefit of employees and former employees | |
TheBoardcan, by passing a resolution,exerciseany powers given by thelegislation to provide for the benefit of employees and former employees ofBTor any of itssubsidiariesin connection with the ending of the business or the transfer to aperson of all or any part of the business andassetsofBTor thatsubsidiary. |
Directors’ Borrowing Powers
68. | Borrowing powers | |
To the extent that thelegislationand theArticlesallow, theBoardcanexerciseall the powers ofBTto: |
• | borrow money; | ||
• | mortgage or charge all or any part ofBT’sbusiness, property andassets(present and future); | ||
• | issuedebenturesand othersecurities; and | ||
• | give security either outright or as collateral security, for a debt,liabilityor obligation ofBTor anotherperson. |
69. | Borrowing restrictions | |
69.1. | TheBoardwill limit the borrowings ofBTandexerciseall voting and other rights or powers of controlexercisablebyBTin relation to itssubsidiary undertakingsso as to ensure that the aggregate amount of all borrowings by theGroupoutstanding at any time is not more than £35,000,000,000. This affectssubsidiary undertakingsonly to the extent theBoardcan do this byexercisingthese rights or powers of control. This limit can be exceeded if the consent ofshareholdershas been given in advance by passing anordinary resolution. The limit does not include borrowings owing by one member of theGroupto another member of theGroup. | |
69.2. | In this Article: |
• | GroupmeansBTand itssubsidiary undertakings; and | ||
• | minority proportionmeans the proportion of theissuedequity share capital of a partly-ownedsubsidiary undertakingwhich does not belong to theGroup. |
69.3. | In Article 69.1: |
• | amounts borrowed by a member of theGroupfor the purpose of repaying (with or without apremium) all or any part of other borrowings owing by another member of theGroupwhich are to be used for this purpose within sixmonthsof being borrowed are not to be taken into account pending their use for that purpose; |
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• | amounts borrowed by a partly-ownedsubsidiary undertakingwhich are not owed to another member of theGroupare to be taken into account (except that a proportion of the borrowings equal to theminority proportionis to be excluded); | ||
• | amounts borrowed by a member of theGroupwhich are owed to a partly-ownedsubsidiary undertakingare to be taken into account to the extent of a proportion of the borrowings equal to theminority proportion; | ||
• | amounts borrowed by asubsidiary undertakingbefore it became a member of theGroupare not to be taken into account until sixmonthsafter the date it became a member of theGroup; | ||
• | amounts secured on anassetof a member of theGroupbefore it was acquired by a member of theGroupare not to be taken into account until sixmonthsafter the date of the acquisition; | ||
• | amountsbeneficiallyowned by a member of theGroupwhich are deposited with apersonwho is not a member of theGroupand are repayable on, or within threemonthsafter, a demand are to be deducted from the borrowings of theGroup(except that where the amounts are owned by a partly-ownedsubsidiary undertakinga proportion of the amount owned equal to theminority proportionis to be excluded from the amount deducted); and | ||
• | if the amount of the borrowings is being calculated in connection with a transaction involving acompanybecoming or ceasing to be a member of theGroup, the amount is to be calculated as if the transaction had already occurred. |
69.4. | A certificate or report by apersonchosen by theBoardas to the amount of the borrowings at a particular time will be conclusive evidence of that amount. However, theBoardcan rely on a genuine estimate of the amount of the borrowings at any time and if as a result the limit stated in Article 69.1 is exceeded, an amount of borrowed money equal to the excess can be disregarded until sixmonthsafter the date theBoardbecame aware that this situation had or may have arisen, whether because of a decision of thepersonchosen by theBoardor for any other reason. | |
69.5. | No lender or otherpersondealing with theGroupneeds to look at or enquire whether the limit imposed by this Article is being observed. No borrowing incurred or security given in excess of this limit will be invalid or ineffective unless the lender or the recipient of the security had express notice at the time when the borrowing was incurred or security given that the limit had been or would as a result be exceeded. |
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Liability
70. | Liability of members | |
The liability of each member is limited to the amount (if any) unpaid on the shares held by that member. |
Shares
71. | Board’s authority to allot shares and “equity securities” and to sell treasury shares | |
71.1. | This Article regulates theBoard’sauthority toallotshares and their power toallot equity securitiesfor cash and to selltreasury sharesfor cash. | |
71.2. | For the purposes of section 549 of theCompanies Act, theBoardare authorised, generally and without conditions, under section 551 of theCompanies Act, toallotshares and to grant rights to subscribe for or to convert any security into shares inBT. They are authorised toallotshares and grant rights for anyprescribed period. The maximum amount of shares which theBoardcanallotand rights which theBoardcan grant in each period is theSection 551 Amount. | |
71.3. | TheBoardhave the power toallot equity securitiesunder the general authority in Article 71.2, entirelypaidfor in cash, and to selltreasuryshares, entirelypaidfor in cash, in each case free of the restriction in section 561(1) of theCompanies Act. They have the power toallot equity securitiesand to selltreasury sharesfor anyprescribed period. There is no maximum amount ofequity securitiesortreasury shareswhich theBoardcanallotor sell where theallotmentor the sale is in connection with arights issue. In all other cases, the maximum amount ofequity securitiesandtreasury shareswhich theBoardcanallotor sell is theSection 561 Amount. | |
71.4. | During eachprescribed period, theBoardcan make offers, and enter into agreements, which would, or might, need shares orequity securitiesto beallottedor sold, or rights to be granted, after those periods. | |
71.5. | In this Article: |
• | rights issuemeans an offer ofequity securitieswhich is open for a period decided by theBoardto thepeoplewho are registered on a particular date (chosen by theBoard) as holders of: |
• | Ordinary Shares, in proportion to their holdings ofOrdinary Shares; | ||
• | other classes ofequity securitieswhich give them the right to receive the offer or which allowBTto decide whether or not they should receive the offer (and theBoarddecide that they should receive it). |
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However, theBoardcan do the following things (and theissuewill still be treated as arights issuefor the purposes of this Article if they do so): |
• | sell any fractions ofequity securitiesto whichpeoplewould be entitled and keep the net proceeds forBT’sbenefit or make other appropriate arrangements to deal with such fractions; | ||
• | make therights issuesubject toany limits or restrictions which theBoardthink are necessary or appropriate to deal with legal or practical problems under the laws of any territory, or under the requirements of any recognised regulatory body, or stock exchange, in any territory or as a result of shares being represented by American Depositary Shares or Global Depositary Shares or otherinstruments; | ||
• | treat ashareholder’sholdings ofcertificatedanduncertificated sharesas separate shareholdings; or | ||
• | deal in a different way with therightsof anOrdinary Shareholder, if thatshareholderasks; | ||
• | prescribed periodmeans any period fixed by theshareholdersby passing a resolution at aGeneral Meeting. These resolutions can take the form of: |
• | an ordinary resolution fixing a prescribed period under Article 71.2; | ||
• | a special resolution fixing a prescribed period under Article 71.3; | ||
• | a special resolution fixing identical prescribed periods under Articles 71.2 and 71.3; or | ||
• | a special resolution fixing different prescribed periods under Articles 71.2 and 71.3; |
• | theSection 551 Amountfor anyprescribed periodis that stated in a relevantordinary resolutionpassed by theshareholdersat aGeneral Meeting; | ||
• | theSection 561 Amountfor anyprescribed periodis that stated in a relevantspecial resolution; and | ||
• | in working out any maximum amounts ofsecurities, theface valueof rights tosubscribe for shares, or to convert anysecuritiesinto shares, will be taken as theface valueof the shares which would beallottedif thesubscription or conversion takes place. |
72. | Uncertificated shares | |
72.1. | Subject totheArticlesand to the extent that thelegislationallows, theBoardcan decide that a class of shares can: |
• | be held in uncertificated form and that title to those shares can be transferred using arelevant system; or | ||
• | no longer be held and transferred in uncertificated form. |
72.2. | TheArticlesdo not apply to shares of a class which are held in uncertificated form to the extent that they are inconsistent with the: |
• | holding of shares of that class in uncertificated form; | ||
• | transfer of title to shares of that class using arelevant system; or | ||
• | Regulations. |
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73. | Renunciations of allotted but unissued shares | |
Where a share has beenallottedto apersonbut thatpersonhas not yet been entered on theRegister, theBoardcan recognise a transfer (called arenunciation) by thatpersonof their right to the share in favour of some otherperson. The ability torenounce allotmentsonly applies if the terms on which the share isallottedare consistent withrenunciation. TheBoardcan impose terms and conditions regulatingrenunciationrights and can allowrenunciationrights to besecuritiesin uncertificated form in their own right. | ||
74. | Power to pay commission and brokerage | |
74.1. | BTcan use all the powers given by thelegislationtopaycommission orbrokerageto apersonwho: |
• | applies, or agrees to apply, for any new shares; or | ||
• | gets any otherpersonto apply, or agree to apply for, any new shares. |
74.2. | BTcanpaythe commission in cash, or byallottingshares, or by a combination of both. | |
75. | No trusts or similar interests recognised | |
75.1. | BTwill only be affected by, or recognise, a current and absolute right to whole shares. The fact that all or any part of a share may not be owned outright by the registered owner is not of concern toBT, for example, if a share is held on any kind of trust. This applies even ifBTknows about the ownership of the share. | |
75.2. | The only exceptions are any rights: |
• | expressly given by theArticles; or | ||
• | whichBThas a legal duty to recognise. |
Changing Share Capital
76. | Power to reduce capital | |
Theshareholderscan pass aspecial resolutionto reduce in any way: |
• | BT’sshare capital; or | ||
• | acapital redemption reserveorshare premium account. |
This issubject toany restrictions under thelegislation. |
77. | Power to change capital | |
Theshareholderscan passordinary resolutions to do any of the following: |
• | divide, all or any part ofBT’sshare capital into shares with a smallerface valuethan theexisting shares; and | ||
• | consolidateanddivideall or any ofBT’sshares into shares with a largerface valuethan theexisting shares. |
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This issubject toany restrictions under thelegislation. |
78. | Fractions of shares | |
78.1. | If any shares areconsolidatedordivided, theBoardhave power to deal with any fractions of shares which result or any other problem that arises. If theBoarddecide to sell any shares representing fractions, they must sell for the best price they can reasonably obtain and distribute the net proceeds of sale amongshareholdersin proportion to their fractional entitlements. TheBoardcan sell to aperson(includingBT, if thelegislationallows) and can authorise apersonto transfer those shares to the buyer or in accordance with the buyer’s instructions. The buyer does not need to take any action to check how any moneypaidis used. The buyer’s ownership will not be affected if the sale was irregular or invalid in any way. | |
78.2. | When theBoardconsolidateordivideshares, they can treatcertificatedanduncertificated shareswhich ashareholderholds as separate shareholdings, as far as thelegislationallows this. TheBoardcan also arrange for any shares which result from aconsolidationordivision and which represent rights to fractions of shares to be entered in theRegisterascertificated shareswhere this makes it easier to sell them. | |
79. | Buying back shares | |
79.1. | BTcan use all the powers given by thelegislationto buy back any of its own shares (includingredeemableshares). | |
79.2. | BThas the right to: |
• | sell anytreasury shares; | ||
• | transfer anytreasury sharesfor the purposes of, or to benefit, an employees’ share scheme; | ||
• | receive anallotmentof shares as fullypaidbonus shares in respect of anytreasury shares; or | ||
• | receive any amount payable onredemptionof anyredeemable treasury shares. |
BTcannotexerciseany other right in respect oftreasury sharesBTholds, including any right to attend or vote at meetings, to participate in any offerBTmakes toshareholdersor to receive any distribution (including in awinding up). |
Share Rights
80. | Shares and special rights | |
80.1. | The provisions in theseArticlesaboutallotment, transfer,automatically entitled to a share by lawand all other matters relating to shares apply to new shares in the same way as if they wereexisting shares. |
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80.2. | BTcanissuenew shares and attach anyrightsand restrictions to them, as long as this is not restricted byspecial rightspreviously given to holders of anyexisting shares.Subject tothis, therightsof new shares can take priority over therightsofexisting shares, orexisting sharescan take priority over them, or the new shares and theexisting sharescanrank equally. Theserightsand restrictions can apply to sharing inBT’sprofits orassets. Otherrightsand restrictions can also apply, for example relating to the right to vote. | |
80.3. | Theshareholderscan decide on therightsand restrictions to be attached to new shares by passing anordinary resolution. TheBoardcan also take these decisions if theshareholders have not passed a resolution which covers the point. | |
80.4. | If thelegislationallows this, the new shares can includerightsfor the holder and/orBT to have themredeemedand theBoardcan decide the terms, conditions and manner ofredemption of the shares. | |
81. | Changing special rights of shares | |
81.1. | IfBT’sshare capital is split into different classes of share, and if thelegislation allows this, thespecial rightswhich are attached to any of these classes can be varied or withdrawn if theshareholdersapprove this by passing aspecial resolution. This must be passed at a separate meeting of the holders of the relevant class of shares. This is called a class meeting. Alternatively, the holders of at least 75 per cent of theexisting sharesof the class (byface value) can give theirwrittenconsent. | |
81.2. | All theArticlesrelating toGeneral Meetingsapply, with any necessary changes, to a class meeting, but with the following adjustments: |
• | at least twopeoplewho hold (or who act asproxiesforpeoplewho hold) at least one third of the totalface valueof theexisting sharesof the class are aquorumat a class meeting. However, if thisquorumis not present at anadjournedmeeting, onepersonwho holds shares of the class, or theirproxy, is aquorum; | ||
• | ashareholderwho is present in person or byproxycan demand apoll; and | ||
• | on apoll, the holders of shares will have one vote for every share of the class which they hold. |
This issubject toanyspecial rightsor restrictions which are attached to a class of shares by theArticles, or anyrightsattached to shares in some other way under theArticles. | ||
81.3. | This Article also applies ifspecial rightsof shares forming part of a class are varied or withdrawn. Each part of the class which is being treated differently is viewed as a separate class in applying this Article. |
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82. | More about special rights of shares | |
Unless the terms of theexisting sharessay something different, thespecial rightsofexisting sharesare not regarded as varied or withdrawn if: |
• | new shares are created, orissued, whichrankequally with or after anyexisting sharesin payment of dividends or sharing in profits orassetsofBT; or | ||
• | BTbuys back orredeemsits own shares. |
Share Certificates
83. | Certificates | |
83.1. | When ashareholderis first registered as the holder of any class ofcertificated shares, thatshareholderis entitled, free of charge, to one certificate for all thecertificated sharesof that class which theshareholderholds. If ashareholderholdscertificated shares of more than one class, thatshareholderis entitled to a separate share certificate for each class. This does not apply if thelegislationallowsBTnot to issue share certificates. | |
83.2. | If ashareholderreceives morecertificated sharesof any class, thatshareholderis entitled, free of charge, to a certificate for the extra shares. | |
83.3. | If ashareholdertransfers some of the shares covered by a certificate, thatshareholderis entitled, free of charge, to a new certificate for the balance if the balance is also covered by a certificate. | |
83.4. | BTdoes not have to issue more than one certificate for acertificated share, even if that share is held jointly. | |
83.5. | WhenBTdelivers a certificate to the first named joint holder ofcertificated shares, this is treated as delivery to all of the jointshareholders. | |
83.6. | BTcan deliver a certificate to a broker or agent who is acting for apersonwho is buyingcertificated sharesor who is havingcertificated sharestransferred to them. | |
83.7. | TheBoardcan decide how share certificates aremade effective. For example, they can be: |
• | signed by two directors or one director and theSecretary; | ||
• | sealed with theSeal; or | ||
• | printed, in any way, with a copy or representation of those signatures or theSeal. The representation can be made or produced mechanically, electronically or in any other way theBoardapprove. |
83.8. | A share certificate must state the number and class of shares to which it relates and the amountpaid upon those shares. It cannot be for shares of more than one class. |
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83.9. | The time limit forBTto provide a share certificate under this Article forcertificated sharesis: |
• | twomonthsafter theallotmentof a new share (or any longer period provided by its terms ofissue); or | ||
• | fivebusiness daysafter a transfer of shares is presented for registration or the instruction from theoperatorof therelevant systemis received. |
84. | Replacement certificates | |
84.1. | Ashareholdercan askBTto cancel and replace a single share certificate with two or more certificates, for the same total number of shares. TheBoardcan require theshareholdertopayfor the new certificates. | |
84.2. | Ashareholdercan askBTfor a new certificate if the original is: |
• | worn out, damaged or defaced; or | ||
• | lost, stolen or destroyed. |
TheBoardcan require theshareholdertopay BT’sexceptional out of pocket expenses for issuing a new certificate. | ||
84.3. | If a certificate has been worn out, damaged or defaced,BTcan require the certificate to be delivered to it before issuing a replacement. If a certificate is lost, stolen or destroyed,BTcan require satisfactory evidence, and anindemnity, before issuing a replacement. |
Transferring Shares
85. | Share transfers | |
85.1. | Unless theArticlessay otherwise, ashareholdercan transfer some or all of their shares to anotherperson. | |
85.2. | Every transfer ofcertificated sharesmust bein writing, and either in the usual standard form, or another form approved by theBoard. | |
85.3. | Every transfer ofuncertificated sharesmust be carried out using arelevant system. | |
85.4. | The transfer form forcertificated sharesmust be delivered to theRegistered Officeor any other place theBoarddecide. The transfer form must have with it: |
• | the share certificate for the shares to be transferred; | ||
• | any other evidence which theBoardask for to prove that theperson wanting to make the transfer is entitled to do this; and | ||
• | if the transfer form isexecutedby anotherpersonon behalf of thepersonmaking the transfer, evidence of the authority of thatpersonto do so. |
85.5. | However, if a transfer is by arecognised clearing houseor its nominee or by arecognised investment exchange, a share certificate is only needed if a certificate has been issued for the shares in question. |
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85.6. | A transfer form must be signed, ormade effectivein some other way, by or on behalf of thepersonmaking the transfer. | |
85.7. | Thepersonmaking a transfer will be treated as continuing to be theshareholderuntil the name of thepersonto whom a share is being transferred is entered on theRegisterfor that share. | |
86. | More about share transfers | |
86.1. | IfBTregisters a transfer, it can keep the transfer form. A transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form. | |
86.2. | No fee is payable toBTfor transferring shares or registering changes relating to the ownership of shares. | |
86.3. | Transfers cannot be in favour of more than four joint holders. | |
86.4. | A transfer form must be properly stamped to show payment of any applicable stamp duty. | |
86.5. | TheBoardcan refuse to register a transfer of anuncertificated sharein the circumstances stated in theRegulations. | |
86.6. | If theBoarddecide not to register a transfer of a share, they must notify thepersonto whom that share was to be transferred giving reasons for their decision. This must be done as soon as possible and no later than twomonthsafterBTreceives the: |
• | transfer (in the case of acertificated share); or | ||
• | instruction from theoperatorof therelevant system(in the case of anuncertificated share). |
People Automatically Entitled to Shares by Law
87. | When shareholders die | |
87.1. | If ashareholderwho is a jointshareholderdies, the remaining jointshareholderorshareholderswill be the onlypeoplewhoBTwill recognise as being entitled to their shares. | |
87.2. | When a soleshareholder(or ashareholderwho is the last survivor of jointshareholders) dies, their legalpersonal representativeswill be the onlypeoplewhoBTwill recognise as being entitled to their shares. | |
88. | Registering personal representatives | |
Apersonwho becomesautomatically entitled to a share by lawcan either be registered as theshareholderor can select some otherpersonto have the share transferred to. Theautomatically entitledpersonmust provide any evidence of their entitlement which theBoardreasonably require. |
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89. | People who want to be registered must give notice | |
If apersonwho isautomatically entitled to a share by lawwants to be registered as ashareholder, they must deliver awrittennotice toBTsaying that they have made this decision. The notice must be in the form which theBoardrequire. This notice will be treated as a transfer form. All theArticlesabout registering transfers of shares apply to it. TheBoardhave the same power to refuse to register theautomatically entitledpersonas they would have had in deciding whether to register a transfer by thepersonwho was previously entitled to the shares. | ||
90. | Having another person registered | |
90.1. | If apersonwho isautomatically entitled to a share by lawwants the share to be transferred to anotherperson, they must do this for: |
• | acertificated share, by signing a transfer form to thepersonthey have selected; and | ||
• | anuncertificated share, by using arelevant system. |
90.2. | TheBoardhave the same power to refuse to register thepersonselected as they would have had in deciding whether to register a transfer by thepersonwho was previously entitled to the shares. | |
91. | Rights of people automatically entitled to shares by law | |
91.1. | Apersonwho isautomatically entitled to a share by lawis entitled to any dividends or other money relating to the share, even though they are not registered as the holder of that share, on supplying toBTevidence theBoardreasonably require to show their title to the share. However, theBoardcan send awrittennotice to thepersonsaying that thepersonmust either be registered as the holder of the share or transfer the share to some otherperson. If theautomatically entitledpersondoes not do this within 90 days of the notice, theBoardcan withhold all dividends or other money relating to the share until they do. | |
91.2. | Unless registered as the holder of the share, thepersonautomatically entitled to a share by lawcannot: |
• | receive notices ofshareholders’ meetings, or attend or vote at these meetings; or | ||
• | exercise any other right of ashareholderin relation to any of these meetings; unless theBoarddecide to allow this. |
Shareholders who Cannot be Traced
92. | Untraced shareholders | |
92.1. | BTcan sell any shares if: |
• | during the previous 10years, the shares have beenin issue,BThas tried topayat least three dividends and no dividend has been cashed; | ||
• | after this 10yearperiod,BTgives notice that it intends to sell the shares by advertisement in aUnited Kingdomnational newspaper |
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and a newspaper appearing in the area which includes theaddressheld byBTfor delivering notices relating to the shares; and | |||
• | during this 10yearperiod, and for threemonthsafter the last advertisement appears in the newspapers,BThas not heard from theshareholderor apersonwho isautomatically entitled to the shares by law. |
92.2. | To sell any shares in this way, theBoardcan authorise apersonto transfer the shares. This transfer will be just as effective as if it had been made by the registered holder of the shares, or by apersonwho isautomatically entitled to the shares by law. The ownership of thepersonto whom the shares are transferred will not be affected even if the sale is irregular or invalid in any way. | |
92.3. | The net sale proceeds belong toBTunless and until claimed under this Article, and it mustpaythese proceeds to theshareholderwho could not be traced, or to thepersonwho isautomatically entitled to the shares by law, if thatshareholder, or that otherperson, asks for them. | |
92.4. | BTmust record the name of thatshareholder, or thepersonwho wasautomatically entitled to the shares by law, as a creditor for this money in its accounts. The money is not held on trust, and no interest is payable on the money.BTcan keep any money which it has earned on the net sale proceeds.BTcan use this money for its business or the business of itsholdingcompany(if any), or it can invest the money in any way that theBoarddecide. | |
92.5. | In the case ofuncertificated shares, this Article issubject toany restrictions which apply under theRegulations. |
Dividends
93. | Final dividends | |
Shareholderscandeclaredividends by passing anordinary resolution, but no dividend can exceed the amount recommended by theBoard. | ||
94. | Fixed and interim dividends | |
94.1. | If theBoardconsider that the profits ofBTjustify such payments, they canpay: |
• | interim dividends on any class of shares of any amounts, on any dates and for any periods which they decide; and | ||
• | fixed or other dividends on any class of shares on the dates stated for the payment of those dividends. |
94.2. | If theBoardact in good faith, they are not liable to anyshareholdersfor any loss they suffer because a lawful dividend has beenpaidunder this Article on other shares whichrank equally with or behind their shares. |
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95. | Distributions in kind | |
If theBoardrecommend this,shareholderscan pass anordinary resolutionto direct all or any part of a dividend to bepaidby distributing specificassets(and in particularpaid-upshares ordebenturesof any othercompany). TheBoardmust give effect to that resolution. Where a difficulty arises on the distribution, theBoard can settle it as they decide. In particular, they can: |
• | issue fractional certificates; | ||
• | value theassetsfor distribution purposes; | ||
• | paycash of a similar value to adjust the rights ofshareholders; and/or | ||
• | transfer anyassetstotrustees. |
96. | No dividends are payable except out of profits | |
No dividend can bepaidexcept out of profits available for distribution under thelegislation. | ||
97. | Payments to shareholders | |
97.1. | A dividend or other money payable in cash relating to a share can bepaid: |
• | by cheque orwarrantpayable to theshareholderorpersonautomatically entitled to the shares by lawwho is entitled to it or to anotherpersonnamed in awritteninstruction from theshareholder(or all jointshareholdersorpeoplejointly andautomatically entitled to the shares by law); | ||
• | in the case ofuncertificated shares, by using arelevant system; | ||
• | by bank transfer,electronic meansor by means of a website directly to an account named in awritteninstruction from theshareholder(or all jointshareholdersorpeoplejointly andautomatically entitled to the shares by law); and/or | ||
• | in any other way agreed between theshareholder(or all jointshareholdersorpeoplejointly andautomatically entitled to the shares by law) andBT. |
97.2. | For jointshareholders, orpeoplejointly andautomatically entitled to shares by law,BT can rely on a receipt for a dividend or other moneypaidon shares from any one of them. | |
97.3. | Cheques andwarrantsare sent, and payment in any other way is made, at the risk of thepeoplewho are entitled to the money.BTis treated as havingpaida dividend if a cheque orwarrantis cleared or if a payment is made using arelevant system, bank transfer,electronic meansor by means of a website.BTwill not be responsible for a payment which is lost or delayed. | |
97.4. | BTcan send a cheque orwarranttoshareholderswho are employees ofBTor any of itssubsidiary undertakingsthroughBT’sinternal post system. | |
97.5. | Unless therightsattached to any shares, the terms of any shares or theArticlessay otherwise, a dividend and any other money payable in |
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respect of a share can bepaidin whatever currency theBoarddecide using an appropriate exchange rate selected by theBoard for any currency conversions required. TheBoardcan also decide how any costs relating to the choice of currency will be met. | ||
97.6. | No dividend or other money payable byBTin respect of its shares carries arightto interest fromBT, unless therightsof the shares say something different. | |
98. | Deducting amounts owing from dividends and other money | |
If ashareholderowes any money toBTrelating in any way toBTshares, theBoardcan deduct any of this money from any: |
• | dividend on any shares held by theshareholder; or | ||
• | other money payable byBTin respect of the shares. |
Money deducted in this way can be used topaythe amounts owed toBT. | ||
99. | Unclaimed dividends and other money | |
99.1. | Unclaimed dividends and other money payable in respect of a share can be invested or otherwise used by theBoardfor the benefit ofBTuntil they are claimed. TheBoardcan decide topaythe unclaimed dividends and other money into a separate account, butBTwill not be atrusteeof the money. If a dividend or other money has not been claimed for 10yearsafter it wasdeclaredor became due for payment, it will be forfeited and belong toBTagain unless theBoarddecides otherwise. | |
99.2. | BTcan stop paying dividends if cheques orwarrantsfor two dividends in a row are sent back or not cashed or if payment by any other means has not been able to be made twice in a row through no fault ofBT.BTmust start paying dividends in the same way again if theshareholderor apersonautomatically entitled to the shares by law: |
• | claims those dividendsin writing(before they go back toBTunder Article 99.1); and | ||
• | does not askBTto start paying dividends in some other way. |
100. | Waiver of dividends | |
All or any dividends can be waived by a document which is accepted byBTor on whichBTacts. The document must be signed or authenticated in accordance with Article 104 by theshareholder(or thepersonautomatically entitled to the shares by law) and delivered toBT. | ||
101. | Record dates | |
A dividend or distribution on, and anallotmentorissueof, any shares can bepaidor made to the holders of shares shown on theRegisterat whatever time on whatever day is stated in the resolution declaring the dividend or providing for the distribution,allotmentorissue. If no time is stated in the resolution, the close of business applies. This Article applies whether what is being done is the result of a resolution of theBoardor a resolution passed at aGeneral Meeting. The date can be before the |
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relevant resolution was passed. This Article does not affect therightsbetween past and presentshareholdersto payments or other benefits. |
Scrip Dividends
102. | Shareholders can be offered the right to receive new shares instead of cash dividends | |
102.1. | TheBoardcan offerOrdinary Shareholdersthe right to choose to receive newOrdinary Shares, which are credited as fullypaid, instead of some or all of their cash dividend. Before they can do this, theshareholdersmust have passed anordinary resolutionauthorising theBoardto make this offer. | |
102.2. | Theordinary resolutioncan apply to some or all of a particular dividend or dividends. Alternatively, it can apply to some or all of the dividends which aredeclaredorpaidin a specified period. The specified period must not end later than the end of the AnnualGeneral Meetingwhich is held in the fifthyearafter theordinary resolutionis passed. | |
102.3. | TheBoardcan offershareholdersthe right to request new shares instead of cash for: |
• | the next dividend; or | ||
• | all future dividends (if a share alternative is made available), until they tellBTthat they no longer want to receive new shares. |
TheBoardcan also allowshareholdersto choose between these alternatives. | ||
102.4. | Ashareholderchoosing new shares is entitled toOrdinary Shareswhose total relevant value is as near as possible to the cash dividend theshareholderwould have received (disregarding any tax credit), but not more than it. | |
Therelevant valueof a share is: |
• | the average value ofBT’s Ordinary Sharesfor the five dealing days starting from, and including, the day when the shares are first quotedex-dividend(this average value is worked out from the average middle market quotations forBT’s Ordinary Shareson theLondon Stock Exchange, as published in its Daily Official List); or | ||
• | a value worked out in accordance with theordinary resolution. |
A certificate or report by theAuditorstating therelevant valuefor a dividend is conclusive evidence of that value. | ||
102.5. | TheBoardcan decide how any costs relating to making new shares available in place of a cash dividend will be met. For example, they can decide that an amount will be deducted from the entitlement of ashareholderunder Article 102.4. |
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102.6. | After theBoardhave decided to apply this Article to a dividend, they must give eligibleshareholders writtennotice of their right to choose new shares. This notice should also say how, where and whenshareholdersmust notifyBTif they want to receive new shares. Whereshareholdershave already chosen to receive new shares in place of all future dividends, if new shares are available,BTwill not need to notify them of a right to choose new shares. | |
102.7. | Noshareholderwill receive a fraction of a share. TheBoardcan decide how to deal with any fractions left over. For example, they can decide that the benefit of fractions belongs toBT or that fractions are ignored or deal with fractions in some other way. | |
102.8. | TheBoardcan exclude or restrict the right ofshareholdersto choose new shares or make any other arrangements where they decide that: |
• | this is necessary or appropriate to deal with legal or practical problems: | ||
• | under the laws of any territory; | ||
• | under the requirements of any recognised regulatory body, or stock exchange, in any territory; or | ||
• | as a result of shares being represented by American Depositary Shares or Global Depositary Shares or otherinstruments; or | ||
• | it would be impractical or unduly onerous to give the right to anyshareholderor that for some other reason the right should not be given. |
102.9. | If ashareholderchooses to receive new shares, no dividend on the correspondingelected shareswill bedeclaredor payable. Instead, newOrdinary Shareswill beallottedon the basis stated earlier in this Article. To do this theBoardwill change into capital a sum equal to the totalface valueof the newOrdinary Sharesto beallotted. They will use this sum topayup in full the appropriate number of newOrdinary Shares. These will then beallottedand distributed to the holders of theelected sharesas stated above. The sum to be changed into capital can be taken from any amount which is part ofBT’sreserves (includingpremiumsreceived when any shares wereissued,capital redemption reserves or other undistributablereserves) or whichBTis holding as net profits. Article 122 applies to this process, as far as it is consistent with this Article. | |
102.10. | The newOrdinary Sharesrankequally in all respects with the existing fullypaid Ordinary Sharesat the time the newOrdinary Sharesareallotted. They are not entitled to share in the dividend from which they arose and do not allow the holder to choose new shares instead of that dividend. |
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102.11. | Unless theBoarddecide otherwise or theRegulationsor the rules of arelevant system require otherwise, any newOrdinary Shareswhich ashareholderhas chosen to receive instead of some or all of their cash dividend will be: |
• | uncertificated sharesif the correspondingelected shareswereuncertificated shareson the record date for that dividend; and | ||
• | certificated sharesif the correspondingelected shareswerecertificated shareson the record date for that dividend. |
102.12. | TheBoardcan decide that new shares will not be available in place of any cash dividend. They can decide this at any time before new shares areallottedin place of a dividend, whether this is before or aftershareholdershave chosen to receive new shares. | |
102.13. | In this Article,elected sharesmeans the shares in respect of which theshareholderhas chosen to receive new shares. |
Communications with shareholders
103. | Delivering notices and other documents to shareholders | |
103.1. | BTcan,subject toand in accordance with theCompanies Actand theseArticles, send or supply all types of notice, document or information to ashareholder: |
• | by delivering it by hand to theaddressrecorded for theshareholderon theRegisteror anaddressspecified for the purpose by the intended recipient; | ||
• | by sending it by post in an envelope (with postage paid) to theaddressrecorded for theshareholderon theRegister; or | ||
• | byelectronic means(except for share certificates) and/or by making such notices, documents or information (except for share certificates) available on a website. |
103.2. | Subject tothe provisions of Articles 103 to 111, theCompany Communications Provisions govern any provision of theCompanies Actor thoseArticlesthat authorises or requires notices, documents or information to be sent or supplied byBTto itsshareholdersor toBT from itsshareholders. | |
104. | Signature or authentication of documents | |
Where theseArticlesrequire a notice, document or information, including aproxy form, to be signed or authenticated by ashareholderor otherpersonthen any notice, document or information sent or supplied inelectronic formis sufficiently authenticated in any manner authorised by theCompany Communications Provisionsor in any other manner approved by theBoard. TheBoardcan designate mechanisms for validating any notice or document of this kind, and any document not validated by the use of these mechanisms can be treated by theBoardas never having been received byBTor its agent. |
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105. | Joint shareholders | |
105.1. | Anything which needs to be agreed by jointshareholderswill be treated as being agreed by all the jointshareholderswhere it has been agreed by the joint shareholder who is listed first on theRegister. | |
105.2. | When a notice, document or information is authorised or required to be sent or supplied to jointshareholdersit must be sent or supplied to the jointshareholderwho is listed first on theRegisterfor the share but,subject tothelegislation, ignoring a jointshareholder without anaddressin theUnited Kingdomunder Article 106. A notice, document or information sent in this way is treated as delivered to all the jointshareholders. | |
105.3. | The provisions of this Article relating to jointshareholderswill have effect in place of theCompany Communications Provisions. | |
106. | Shareholders with foreign addresses or on branch registers | |
106.1. | Subject tothelegislation,BTdoes not have to send notices, documents or information to ashareholderwhoseaddresson theRegisteris outside theUnited Kingdomif theshareholderhas not givenBTanaddressin theUnited Kingdomwhere notices, documents or information can be sent. | |
106.2. | For ashareholderregistered on a branch register, notices, documents or information can be posted or despatched in theUnited Kingdomor in the country where the branch register is kept. | |
107. | Notices when shareholders have died or are bankrupt or in liquidation | |
107.1. | This Article applies where apersonis registered as a sole or first-named jointshareholder but anotherpersonisautomatically entitled to their shares by law. Thepersonwho proves that they areautomatically entitled to the shares by lawto the reasonable satisfaction of theBoardcan giveBTanaddresswhere notices, documents and information can be sent or supplied. If this is done,subject toArticle 91.2, notices, documents and information must be sent to thataddress. Otherwise, if a notice, document or information is sent or supplied to theshareholdernamed on theRegisterin accordance with theArticles, this will be valid even though anotherpersonisautomatically entitled to their shares by law. This applies even ifBTwas aware of this. If notices, documents or information are sent in accordance with this Article, there is no need to send them in any other way to any otherpeopleinvolved. | |
107.2. | The provisions of this Article relating to the death, bankruptcy or liquidation of ashareholderwill have effect in place of theCompany Communications Provisions. |
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108. | When notices are delivered | |
108.1. | If a notice, document or information is delivered by hand, it is treated as being delivered at the time it is handed to or left for theshareholder. | |
108.2. | If a notice, document or information is sent or supplied byBTinhard copy form, or inelectronic form, but not delivered byelectronic meansand which is sent by pre-paid post and properly addressed, it is treated as being received by the intended recipient: |
• | 24 hours after it was posted, if first class post was used; or | ||
• | 72 hours after it was posted, if first class post was not used. |
It can be proved conclusively that a notice, document or information was received by post by showing that the notice, document or information was properly addressed, prepaid and posted. | ||
108.3. | If a notice, document or information (other than a share certificate) is sent or supplied byBTbyelectronic means, it is treated as being received by the intended recipient at the time it was sent. It can be proved conclusively that a notice, document or information was received byelectronic means, by showing that the notice, document or information was properly addressed. | |
108.4. | If a notice, document or information is sent or supplied byBTby means of a website it is treated as being received by the intended recipient when the material was first made available on the website or, if later, when the recipient received (or is treated as having received) notice of the fact that the material was available on the website. | |
108.5. | The provisions of this Article relating to delivery of notices, documents or information will have effect in place of theCompany Communications Provisions. | |
109. | Undelivered notices | |
This Article applies where, on two consecutive occasions, notices, documents or information sent or supplied by post have been returned undelivered. If theshareholdergivesBTa newaddresswhere notices, documents or information can be sent or supplied, theshareholderis entitled to have notices, documents or information sent or supplied to them at thataddress. Otherwise, theshareholderis not entitled to receive any notices, documents or information fromBT. | ||
110. | If notices are accidentally not sent | |
110.1. | If a notice,proxy form,other document or information relating to a meeting or other proceeding is accidentally not sent or is not received, the meeting or other proceeding will not be invalid as a result. | |
110.2. | Ashareholderpresent in person or byproxyat ashareholders’ meetingis treated as having received proper notice of that meeting and, where necessary, of the purpose of that meeting. |
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111. | Delivering notices and other documents to BT | |
111.1. | Shareholderscansubject toand in accordance with theCompanies Actand theseArticles, send or supply a notice, document or information toBT: |
• | by delivering it by hand to theRegistered Office; | ||
• | by sending it by post in an envelope (with postage paid) to theRegistered Office; | ||
• | byelectronic meansto theaddressnotified byBTin its communications toshareholdersfor this purpose. |
111.2. | If a notice, document or information is delivered by hand, it is treated as being delivered at the time it is left at theRegistered Office. | |
111.3. | If a notice, document or information is sent by post, it is treated as being delivered at the time it is received at theRegistered Office. | |
111.4. | If a notice, document or information is sent byelectronic means, it is treated as being delivered at the time it was received. | |
111.5. | A notice, document or information sent or supplied toBTbyelectronic meanswill not be treated as received byBTif it is rejected by computer virus protection arrangements. | |
111.6. | This Article does not affect any provision of thelegislationor theArticlesrequiring notices or documents to be delivered in a particular way. |
Auditor
112. | Attending General Meetings | |
TheAuditorcan attend aGeneral Meetingand can speak there on any business which is relevant to them asAuditor. | ||
113. | Validity of the Auditor’s actions | |
As far as thelegislationallows, the actions of apersonacting as anAuditorare valid in favour of apersondealing withBTin good faith, even if there was some defect in thatperson’sappointment or thatpersonwas at any time not qualified to act as an auditor. |
Secretary
114. | Secretary, and deputy and temporary Secretaries | |
114.1. | TheSecretaryis appointed by theBoard. TheBoarddecide the terms and period of the appointment. TheBoardcan also remove theSecretary. This does not affect any claim for damages againstBTfor breach of any contract of employment theSecretarymay have. TheBoard can appoint two or morepeopleto be jointSecretaries. |
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114.2. | TheBoardcan also appoint one or morepeopleto be deputySecretariesor onepersonto be a temporarySecretary. TheBoarddecide their terms and period of employment. TheBoardcan also remove a deputy or temporarySecretary. This does not affect any claim for damages againstBT for breach of any contract of employment they may have. Anything which theArticlesrequire or allow to be done by theSecretarycan also be done by a deputy or temporarySecretary. | |
114.3. | Anything which thelegislationor theArticlesrequire or allow to be done by or to a director and theSecretarycannot be done by or to onepersonacting as both a director and theSecretary. |
Seals
115. | Seal and Securities Seal | |
115.1. | TheBoardare responsible for arranging for theSealand anySecurities Sealto be kept safely. TheSealand anySecurities Sealcan only be used with the authority of theBoardor a committee authorised by theBoard. For the purposes of this Article, a committee authorised by theBoardcan consist solely ofpeoplewho are not directors. | |
115.2. | Every document which has theSealstamped on it must be signed autographically by: |
• | one director and theSecretary; | ||
• | two directors; | ||
• | one director in the presence of a witness who confirms the signature of the director, or | ||
• | apersonwho is authorised to do so by theBoardeither generally or in relation to specific documents or documents of specific descriptions. |
However, theBoardcan decide that specific documents or documents of specific descriptions can be printed, in any way, with a copy or representation of these signatures. The representation can be made or produced mechanically, electronically or in any other way theBoardapprove. | ||
115.3. | TheSecurities Sealcan be used only for sealingsecurities issuedbyBTand documents creating or evidencingsecurities issuedbyBT.Securitiesand documents which have theSecurities Sealstamped on them do not need to be signed. | |
115.4. | TheBoardcan use all the powers given by thelegislationrelating to official seals for use abroad. |
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Documents
116. | Certifying copies of documents | |
116.1. | A director or theSecretaryhas power to decide that any of the following are genuine and to certify copies of or extracts from them as true copies or extracts: |
• | documents relating toBT’sconstitution; | ||
• | resolutions passed by theshareholdersor a class ofshareholders, or by theBoardor aBoardcommittee; and | ||
• | books, documents, records or accounts which relate toBT’s business. |
TheBoardcan also give this power to otherpeople. | ||
116.2. | A document which appears to be a copy of a resolution or an extract from the minutes of a meeting and which is certified as a true copy or extract as described in Article 116.1 is conclusive evidence for apersonwho deals withBTon the strength of the document that the: |
• | resolution has been properly passed; or | ||
• | extract is a true and accurate record of the proceedings of a valid meeting. |
117. | Destroying documents | |
117.1. | BTcan destroy all: |
• | transfer forms for shares, documents sent to support a transfer and any other documents which were the basis for making an entry on theRegister, sixyearsafter the date of registration; | ||
• | dividendpayment instructions and notifications of a change ofaddressor name, twoyearsafter the date these were recorded; and | ||
• | cancelled share certificates, oneyearafter the date they were cancelled. |
117.2. | A document destroyed byBTin accordance with Article 117.1 is conclusively treated as having been valid and effective in accordance withBT’srecords relating to the document. Any action ofBTin dealing with the document in accordance with its terms before it was destroyed is conclusively treated as having been properly taken. | |
117.3. | Articles 117.1 and 117.2 only apply to documents which are destroyed in good faith and ifBT has not been informed that keeping the documents is relevant to any claim. | |
117.4. | If the documents relate touncertificated shares,BTmust also comply with any rules (as defined in theRegulations) which limit its ability to destroy these documents. | |
117.5. | This Article does not makeBTliable if it: |
• | destroys a document earlier than the time limit stated in Article 117.1; | ||
• | does not comply with the conditions in Article 117.3; or | ||
• | would not be liable if this Article did not exist. |
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117.6. | This Article applies whether a document is destroyed or disposed of in some other way. |
Indemnity, Insurance and Defence expenditure
118. | Indemnity | |
118.1. | Subject to, and as far as thelegislationand rules made by theUK Listing Authorityallow, every director, former director andofficerofBTand of each of theAssociated CompaniesofBTwill beindemnifiedbyBTout of its own funds against the following: |
• | any liability incurred by or attaching to the directors orofficers in connection with any negligence, default, breach of duty or breach of trust by the directors orofficersin relation toBTor anyAssociated CompanyofBTother than: |
• | any liability toBTor anyAssociated Company; and | ||
• | any liability of the kind referred to in section 234(3) of theCompanies Act; and | ||
• | any other liability incurred by or attaching to the directors orofficers: |
• | in actually or seemingly carrying out their duties; | ||
• | inexercisingor seeminglyexercisingtheir powers; and | ||
• | in any other activity connected to their duties, powers or office. |
118.2. | Subject totheCompanies Actand rules made by theUK Listing Authority,BTmay indemnify a director and former director ofBTand anyAssociated CompanyofBTif the director is the trustee of an occupational pension scheme (within the meaning of section 235(6) of theCompanies Act). | |
118.3. | Where a director orofficeris indemnified against any liability in accordance with this Article 118, the indemnity will cover all costs, charges, losses, expenses andliabilities incurred by the directors orofficers. | |
118.4. | In this Article acompanyis anAssociated CompanyofBTif: |
• | thecompanyis asubsidiaryofBT; | ||
• | BTis asubsidiaryof thecompany; | ||
• | bothBTand thecompanyaresubsidiariesof the samecompany. |
119. | Insurance | |
119.1. | In this Article each of the following is aRelevant Company: |
• | BT; | ||
• | aholdingcompanyofBT; | ||
• | a body, whether or not incorporated, in whichBTor itsholdingcompany, or a predecessor ofBTor itsholdingcompany, has or had an interest, whether direct or indirect; and | ||
• | a body, whether or not incorporated, which is in any way allied to or associated withBT, or anysubsidiary undertakingofBTor such other body. |
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119.2. | As far as thelegislationallows and without limiting Article 118 in any way, theBoardcan arrange forBTto purchase and maintain insurance against anyliabilityfor or for the benefit of: |
• | anypeoplewho are or were at any time directors orofficersof aRelevant Company; or | ||
• | anypeoplewho are or were at any time a trustee of any pension fund or employees’ share scheme in which employees of anyRelevant Companyare interested. |
This includes insurance against anyliabilityincurred by or attaching to thosepeople through any act or omission: |
• | in actually or seemingly carrying out their duties; | ||
• | inexercisingor seeminglyexercisingtheir powers; and | ||
• | in any other activity connected to their duties, powers or office; |
in relation to: |
• | anyRelevant Company; | ||
• | any pension fund; or | ||
• | any employees’ share scheme; |
and all costs, charges, losses, expenses andliabilitiesincurred by thosepeoplein relation to any act or omission. | ||
120. | Defence expenditure | |
120.1. | Subject toand as far as thelegislationand rules made by theUK Listing Authorityallow,BTmay: |
• | provide a director, former director orofficerofBTor anyAssociated CompanyofBTwith funds to meet expenditure incurred or which a director orofficermay incur in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by the director orofficerin relation toBTor anAssociated CompanyofBTor in connection with any application for relief under the provisions mentioned in section 205(5) of theCompanies Act; and | ||
• | do anything to enable any of these directors orofficersto avoid incurring that expenditure. |
120.2. | The terms set out in section 205(2) of theCompanies Actwill apply to any provision of funds or other things done under Article 120.1. | |
120.3. | Subject toand as far as thelegislationand rules made by theUK Listing Authorityallow,BTmay: |
• | provide a director, former director or officer ofBTor anyAssociated CompanyofBTwith funds to meet expenditure incurred or which a director orofficermay incur in defending an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the director orofficerin relation toBTor anyAssociated CompanyofBT; and | ||
• | do anything to enable any of these directors orofficersto avoid incurring that expenditure. |
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120.4. | In this Article acompanyis anAssociated CompanyofBTif: |
• | thecompanyis asubsidiaryofBT; | ||
• | BTis asubsidiaryof thecompany; | ||
• | bothBTand thecompanyaresubsidiariesof the samecompany. |
Reserves
121. | Setting up reserves | |
TheBoardcan set aside any profits ofBTand hold them in areserve. TheBoardcan decide to use these sums for any purpose for which the profits ofBTcan lawfully be used. Pending their use, sums held in areservecan either be used in the business ofBTor invested in any way theBoarddecide. TheBoardcan divide thereserveinto separate funds for special purposes and change the funds into which thereserveis divided. TheBoardcan also carry forward any profits without holding them in areserve. TheBoardmust comply with the restrictions in thelegislationwhich relate toreserve funds. | ||
122. | Changing reserves into capital | |
122.1. | If theBoardrecommend this,shareholderscan pass anordinary resolutionto allow theBoard to change into capital an amount which: |
• | is part ofBT’sreserves(includingpremiumsreceived when any shares wereissued,capital redemption reservesor other undistributablereserves); or | ||
• | BTis holding as net profits. |
122.2. | TheBoardwill use the sum which is changed into capital by setting it aside for theOrdinary Shareholderson theRegisterat the stated time on the day the resolution is passed (or whatever day is stated in the resolution or fixed as stated in the resolution). If no time is stated in the resolution, the close of business applies. The sum set aside must be used topayup in full shares ofBTand toallotsuch shares and distribute them toshareholdersas bonus shares in proportion to their holdings ofOrdinary Sharesat the time. The shares can beOrdinary Sharesor, if therightsof otherexisting sharesallow this, shares of some other class. | |
122.3. | If a difficulty arises in operating this Article, theBoardcan resolve it in any way which they decide. For example, they can decide that the benefit of fractions of shares belongs toBTor that fractions are ignored or deal with fractions in some other way. | |
122.4. | TheBoardcan appoint apersonto sign a contract withBTon behalf of those who are entitled to shares under the resolution. Such a contract is binding on all concerned. |
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123. | Assets treated as revenue | |
If thelegislationallows: |
• | where anasset, business or property is bought byBTas from a past date, theBoardcan decide that any of the related profits and losses as from that date can be added toBT’srevenue account and treated for all purposes as profits or losses ofBT; and | ||
• | where anysecuritiesare bought byBTwith any dividend or interest, theBoardcan decide that the dividend or interest can be treated as revenue rather than capital. |
Accounts
124. | Accounting records | |
TheBoardmust make sure that accounting records which comply with thelegislationare kept. | ||
125. | Location and inspection of records | |
125.1. | The accounting records must be kept at: |
• | theRegistered Office; or | ||
• | any other place which thelegislationallows and theBoarddecides. |
125.2. | BT’s officersalways have the right to inspect the accounting records. | |
125.3. | No otherperson(including ashareholder) has a right to inspect any accounting records or other books or papers ofBTunless the: |
• | legislationor a Court order gives thatpersonthe right; | ||
• | Boardauthorise thatpersonto do so; or | ||
• | shareholderspass anordinary resolutionauthorising thatpersonto do so. |
126. | Sending copies of accounts and other documents | |
126.1. | This Article applies toBT’sannual accounts and report to be put to theshareholdersat aGeneral Meetingand any other documents which thelegislationrequires to be attached to them. | |
126.2. | Copies of these documents must be sent to theshareholdersanddebentureholdersand all otherpeopleto whom thelegislationor theArticlesrequireBTto send them. This must be done at least 21 days before the relevantGeneral Meeting. | |
126.3. | ButBTneed not send these documents to: |
• | shareholderswho are sent summary financial statements in accordance with thelegislation; | ||
• | more than one jointshareholderordebentureholder; or | ||
• | apersonfor whomBTdoes not have a currentaddress. |
Shareholdersanddebentureholderswho are not sent copies can receive a copy free of charge by applying toBTat theRegistered Officeor anaddressthat theBoardhas specified for that purpose. |
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Winding Up
127. | Distribution in kind | |
127.1. | IfBTis wound up (whether the liquidation is voluntary, under supervision of the Court or by the Court) the liquidator can, with the authority of aspecial resolutionpassed by theshareholders, divide among theshareholdersall or any part of theassetsofBT. This applies whether theassetsconsist of property of one kind or different kinds. For this purpose, the liquidator can place whatever value the liquidator considers fair on any property and decide how the division is carried out betweenshareholdersor different groups ofshareholders. The liquidator can also, with the same authority, transfer anyassetstotrusteesupon any trusts for the benefit ofshareholderswhich the liquidator decides. The liquidation ofBTcan then be finalised andBTdissolved. No past or presentshareholdercan be compelled to accept any shares or other property under this Article which could give them aliability. |
Interpretation
128. | Meaning of certain words and phrases used in the Articles | |
128.1. | The following table gives the meaning of certain words and phrases as they are used in theArticles. However, the meaning given in the table does not apply if that is inconsistent with the context in which a word or phrase appears. |
Words | Meanings | |
Articles | BT’sarticles of association, including any changes made to them | |
Auditor | The auditor ofBTand, where two or morepeople are appointed to act jointly, any one of them | |
Board | All or any of the directors ofBTacting as a board | |
BT | BT Group plc | |
business day | A day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London | |
Companies Act | The Companies Act 2006 | |
company | A corporate body |
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Company | The meaning of this term is given in theCompanies Act. | |
Communications Provisions | These provisions have effect for the purposes of anything in theCompanies Actor theseArticles that authorises or requires notices, documents or information to be sent or supplied by or toBT | |
electronic form | This is a term used in theCompanies Act. It covers a document or information sent or supplied byelectronic meansor by any other means while in anelectronic form(such as by email, text message, fax or sending a disk by post) | |
existing shares | Shares which arein issueat the relevant time | |
face value(of a share) | Thenominal valueof the share | |
General Meeting | A meeting ofshareholdersheld in accordance with theArticles. This includes anyGeneral Meeting which is held asBT’sAnnualGeneral Meeting | |
hard copy form | This is a term used in theCompanies Act. It covers documents or information sent or supplied in paper copy or a similar form which can be read | |
Interested Directors | Directorswho have or could have a direct or indirect interest in a matter which conflicts, or could conflict, with the interests ofBT | |
legislation | TheCompanies Act, theRegulationsand all other laws and regulations applying toBT | |
London Stock Exchange | London Stock Exchange plc or the principal stock exchange in theUnited Kingdom | |
month | Calendar month | |
officer | Includes a director, manager and company secretary but does not include anAuditor | |
ordinary business | All the following business (if it takes place at an Annual General Meeting): | |
• declaring and approving dividends; | ||
• considering the accounts, reports of theBoard andAuditorand any other documents which thelegislationrequires to be attached to them; | ||
• electing directors in place of those retiring for any reason (whetherby rotationor not); and | ||
• appointing theAuditor(whenspecial noticeof the resolution for the appointment is not required by thelegislation) and deciding either the remuneration that theAuditorwill bepaidor the way in which this remuneration will be decided |
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Ordinary Shareholders | Holders ofOrdinary Shares | |
Ordinary Shares | BT’sordinary shares of 5p each | |
paid-up (share or other security) | Includes a share or othersecuritywhich is treated (credited) as paid-up | |
pay | Includes any kind of reward or payment for services | |
person or people | Includescompaniesandunincorporated associations | |
proxy form | Includes any document (including in anelectronic form) which appoints aproxy | |
recognised clearing house | A clearing house recognised under the Financial Services and Markets Act 2000 | |
recognised investment exchange | An investment exchange recognised under the Financial Services and Markets Act 2000 | |
Register | BT’sregister ofshareholders | |
Registered Office | BT’sregistered office | |
Regulations | The Uncertificated Securities Regulations 2001 | |
rights (of a share) | The rights attached to the share when it isissued, or afterwards | |
Seal | BT’scommon seal orSecurities Seal | |
Secretary | Apersonappointed by theBoardto do work as the company secretary, including an assistant (who does not need to be appointed by theBoardunder Article 114), deputy or temporary company secretary. Where two or morepeopleare appointed to act jointly, it includes any one of them | |
Securities Seal | An official seal kept byBTunder section 50 of theCompanies Act | |
shareholders | Holders ofBT’sshares | |
shareholders’ meeting | AGeneral MeetingofBTor a meeting of a class of holders ofBT’sshares | |
special business | All business atGeneral Meetingsexcept forordinary business | |
UK Listing Authority | The Financial Services Authority acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000 |
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United Kingdom | Great Britain and Northern Ireland | |
writtenorin writing | In writing or any way of representing or copying words legibly so that they are permanent (including anything inelectronic form) or partly one form and partly another | |
year | Calendar year |
128.2. | The singular includes the plural, and the other way around. | |
128.3. | When anActis referred to, this includes an amendment to theAct(before or after the adoption of theseArticles) as well as its inclusion in a laterAct. This principle of interpretation also applies to other kinds oflegislation, and to any section, paragraph or similar in anylegislation. | |
128.4. | A word which is defined in thelegislationmeans the same in theArticles, unless theArticlesdefine it differently, or the way in which the word is used is inconsistent with the definition in thelegislation. | |
128.5. | Where thelegislationor theArticlessay that something can be done by passing an ordinary resolution, this can also be done by passing a special resolution. | |
128.6. | Apersonwho isautomatically entitled to a share by lawincludes apersonwho is entitled to the share as a result of the death or bankruptcy of ashareholder. | |
128.7. | Where theArticlesrefer to certificated shares, this means that ownership of the shares can be transferred using awrittentransfer document (rather than in accordance with theRegulations) and that a share certificate is usually issued to the owner. | |
128.8. | Where theArticlesrefer toclear daysthe number of days does not include the two days between which the interval is measured. For example, if notice is required to be given a number ofclear daysbefore a meeting, neither the date notice is delivered, or treated as being delivered, nor the date of the meeting is taken into account. | |
128.9. | Adebentureincludes debenture stock and adebentureholder includes a debenture stockholder. | |
128.10. | Where theArticlesrefer to a document beingmade effectivethis means being signed, sealed or executed in some other legally valid way. | |
128.11. | Where theArticlesrefer to ashow of hands, ashareholdermay vote in person at a meeting (including byelectronic meansor any other method which theBoardapproves). | |
128.12. | Where theArticlesrefer to uncertificated shares, this means that ownership of the shares can be transferred in accordance with theRegulationswithout using awrittentransfer document and that no share certificate is issued to the owner. |
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Explanation of Terms
The aim of this explanation of terms is to help readers understandBT’s Articles. It explains words used in theArticles— the words might mean different things in other documents. This explanation of terms is not legally part of theArticlesand it does not affect their meaning. The explanations are intended to be a general guide — they are not precise. Words which are printed in italics have their own heading in the explanation. TheSecretarywelcomes any suggestions for extra words to include, or improvements.Shareholderscan write to theSecretaryat BT Centre, 81 Newgate Street, London EC1A 7AJ.
accounting reference date
This is the date on whichBT’sfinancial year ends, which is 31 March.
Act
An Act of Parliament, including theCompanies Act, any statute, statutory instrument, order, rule, regulation or directive.
address
This includes any number or address (including in the case of aproxyappointment, an identification number of a participant in therelevant system) used for the purposes of sending or receiving notices, documents or information byelectronic meansand/or by means of a website.
adjourn
Where a meeting has a break, to be continued at a later time or day, at the same or a different place.
allot
When new shares are set aside for thepersonthey are intended for, they areallotted. This will normally be after thepersonhas agreed topayfor new shares, or has become entitled to new shares for any other reason. As soon as a share isallotted, thatpersongets the right to have their name put on the register ofshareholders. When thepersonhas been registered, the share has also beenissued.
asset
Anything which is of any value to its owner.
Anything which is of any value to its owner.
attorney
Anattorneyis apersonwho has been appointed to act for anotherperson. Theattorneyis appointed by a formal document, called apower of attorney.
automatically entitled to a share by law
In some situations, apersonwill be entitled to have shares which are registered in somebody else’s name registered in their own name. Or thepersoncan require the shares to be transferred to anotherperson. When ashareholderdies, or the sole survivor of jointshareholdersdies, theirpersonal representativeshave this right. If ashareholderis made bankrupt, theirtrusteein bankruptcy has the right.
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beneficial interestorbeneficial ownership
Thepersonto whom something really belongs has thebeneficialinterest in it. Thispersonmay not be the registered (or legal) owner of the thing. For example, if a parent holds shares for their child, the child is thebeneficialowner, and the parent is the legal owner. See alsotrustees.
bond
A promise to pay issued by a borrower to a lender.
brokerage
Commission which is paid to a broker by acompanyissuing shares, where the broker’s clients have applied for shares.
capitalise
To convert some or all of thereservesof acompanyinto capital (such as shares).
capital redemption reserve
Areserveof funds which acompanymay have to set up to maintain its capital base when shares areredeemedor bought back.
company representative
If acompanyowns shares, it can appoint acompany representativeto attend a shareholders’ meeting to act as its representative.BT’s Articlespermit acompanyto appoint several people as its representatives.
consolidate
When shares are consolidated, they are combined with other shares. For example, every three £1 shares might be consolidated into one new £3 share.
debenture
A typical debenture is a type of long-term borrowing by acompany. The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.
declare
Generally, when a dividend isdeclared, it becomes due to be paid.
divide
When shares are divided they are split into shares which have a smallerface value. For example, a £1 share might be divided into two 50p shares.
electronic means
Any notice, document or information sent or supplied by means of a system where it is inelectronic form(such as by email, text message, telephone recording or fax). This is defined in more detail in theCompanies Act.
equity securities
In section 560 of theCompanies Act, this means:
• | ordinary shares of acompanyexcept shares which only have a limited right to share in thecompany’sincome orassets, for example, preference shares; or | |
• | securitieswhich can be converted into ordinary shares, or which allow their holder tosubscribefor ordinary shares. |
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ex-dividend
Once a share has gone ex-dividend, apersonwho buys the share in the market will not be entitled to the dividend which has beendeclaredshortly before it was bought. The seller remains entitled to this dividend, even though it will bepaidafter they have sold their share.
executed
A document is executed when it is signed, or sealed or made valid in some other way.
exercise
When a power isexercised, it is put to use.
face value
Theface valueof oneOrdinary Shareis 5p. This value is shown on the share certificate for a share, if there is one. WhenBTissuesnew shares this can be for a price which is at apremiumto theface value. When shares are bought and sold on the stock market this can be different from theface value. Theface valueis sometimes also called thenominal valueorpar value.
holding company
Acompanywhich controls anothercompany(for example, by owning a majority of its shares) is called the holdingcompanyof that othercompany. The othercompanyis thesubsidiaryof the holdingcompany.
indemnity
If apersongives anotherpersonanindemnity, they promise to make good any losses or damage which the other might suffer in particular circumstances. Thepersonwho gives theindemnityis said to indemnify the otherperson.
in issue
Seeissue.
Seeissue.
instrument
A formal legal document.
A formal legal document.
issue
When a share has been issued, everything has been done to make theshareholderthe owner of the share. In particular, theshareholder’sname has been put on the register ofshareholders. Existing shares which have beenissuedarein issue.
liability
A debt or other financial obligation.
A debt or other financial obligation.
negotiable instrument
A document such as a cheque, which can be freely transferred from onepersonto another.
nominal valueorpar value
Seeface value.
Seeface value.
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operator
CRESTCo Limited or any other operator of arelevant systemunder theRegulations.
ordinary resolution
A decision reached by a simple majority of votes — that is by more than 50 per cent of the votes cast.
personal representative
Apersonwho is entitled to deal with the property (the estate) of a person who has died. If the person who has died left a valid will, the will appoints executors who are person representatives. If the person died without a will, the courts will appoint one or more administrators to be the personal representatives.
poll
Apollvote is usually a card vote but could be an electronic vote, for example, wherepeople present at a meeting press a keypad. On apollvote, the number of votes which ashareholderhas will depend on the number of shares they own. AnOrdinary Shareholderhas one vote for each share they own. Apollvote is different to ashow of handsvote, where eachshareholder,proxyorcompany representativewho is entitled to vote has just one vote, however many shares they own or represent.
power of attorney
A formal document which legally appoints one or morepeopleto act on behalf of anotherperson.
premium
IfBTissuesa new share for more than itsface value(for example, because the market value is more than theface value), the amount above theface valueis the premium.
proxy
Aproxyis a person who is appointed by ashareholderto attend a meeting and vote for thatshareholder. Aproxyis appointed by using aproxy formor in any other way theBoarddecide. Aproxydoes not have to be ashareholder. Aproxycan vote on apolland on ashow of handsunderBT’s Articles. Aproxycan speak at aGeneral Meeting.
proxy form
A form which ashareholderuses to appoint aproxyto attend a meeting and vote for them.BT’s Articlespermit this form to be sent byelectronic meansor ashareholderto appoint aproxyby telephone. Theproxy formor appointment must be received byBTat least 48 hours before the meeting to which it relates.
quorum
The minimum number ofshareholdersor directors who must be present before a meeting can begin. When this number is reached, the meeting is said to be quorate.
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rankorranking
When either capital or income is distributed toshareholders, it is paid out according to therank (orranking) of the shares. For example, a share whichranksbefore another share in sharing inBT’sincome is entitled to have its dividends paid first, before any dividends are paid on shares whichrankafter it. If there is not enough income to pay dividends on all shares, the available income must be used first to pay dividends on shares whichrankfirst, then on shares whichrank next. The same applies for repayments of capital. Capital must be paid first on shares whichrank first in sharing inBT’scapital, then on shares whichranknext.
recognised clearing house
A clearing house which has been authorised to carry on business by the UK authorities. A clearing house is a central computer system for settling transactions between members of the clearing house.
recognised investment exchange
An investment exchange which has been officially recognised by the UK authorities. An investment exchange is a place where investments, such as shares, are traded. TheLondon Stock Exchangeis arecognised investment exchange.
redeemandredemption
When a share isredeemed, it goes back toBTin return for a sum of money (the redemption price) which was fixed before the share wasissued. This process is calledredemption. A share which can beredeemedis called aredeemableshare.
relevant system
This is a term used in thelegislationfor a computer-based system which allows shares without share certificates to be transferred without using transfer forms. The CREST system for paperless share dealing is arelevant system.
renunciation
Where a share has beenallotted, but nobody has been entered on the share register for the share, it can be renounced in favour of anotherperson. This transfers the right to have the share registered to anotherperson. This process is calledrenunciation.
remainder
The interest in property that is left after another interest in the property ends, such as full title after a life estate (the right to use the property until death). Aremainderis different from areversionwhich gives title back to the grantor of the property or to the grantor’s descendants.
reserve fundorreserve
A fund which has been set aside in acompany’saccounts — profits which are not paid out toshareholdersas dividends, or used up in some other way, are held in areservefund by thecompany.
retire by rotation
Each member of the board retires every three years. This gives theshareholdersthe chance to confirm their appointments by voting on whether to re-elect them.
reversion
The return to the grantor or their heirs of property after all interests in the property given to others have terminated.
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rights issue
A way in whichcompaniesraise extra share capital. Usually the existingshareholderswill be offered the chance to buy a certain number of new shares, depending on how many they already have. For example,shareholderscan be offered the chance to buy one new share from thecompanyfor every four they already have.
securities
Financialinstrumentssuch as shares,bonds, anddebentures.
share premium account
If a new share isissuedbyBTfor more than itsface value(because the market value is more than theface value) then the amount above theface valueis thepremium, and the total of thesepremiumsis held in areserve fund(which cannot be used to paydividends) called theshare premium account.
show of hands
Ashareholder,proxyorcompany representativeraises their hand to vote at a meeting. Eachshareholder,proxyorcompany representativewho is entitled to vote has just one vote, no matter how many shares they hold or represent.
special notice
Ifspecial noticeof a resolution is required by thelegislation, the resolution is not valid unlessBThas been told about the intention to propose it at least 28 days before the meeting at which it is proposed.
special resolution
A decision reached by a majority of at least 75 per cent of votes cast.Shareholdersmust be given at least 14 days’ notice of a proposal to consider a special resolution.
special rights
These are therightsof a particular class of shares, as distinct fromrightswhich apply to all shares generally. Examples ofspecial rightsare rights to income orassetsand voting rights.
subject to
Means that something else has priority, or prevails, or must be taken into account. When a statement issubject toanother statement, this means that the first statement must be read with the other statement, which will prevail if there is a conflict.
subscriptionorsubscribe for shares
To agree to take new shares in acompany(usually for a cash payment).
subsidiary
Acompanywhich is controlled by anothercompany(for example, because the othercompanyowns a majority of its shares) is called a subsidiary of thatcompany. This is defined in more detail in theCompanies Act.
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subsidiary undertaking
This is also a term used in theCompanies Act. It has a wider definition thansubsidiary. Generally speaking it is acompanywhich is controlled by anothercompanybecause the othercompany:
• | has a majority of the votes in thecompany, either alone or acting with others; | |
• | is ashareholderwho can appoint or remove a majority of the directors; or | |
• | canexercisedominant influence over thecompanybecause of anything in thecompany’s articles or because of a certain kind of contract. |
takeover offer
An offer to acquire all the shares, or all the shares of any class, in acompany(except shares already held by thepersonmaking the offer). The terms of the offer must be the same for all the shares to which the offer relates. This is defined in more detail in theCompanies Act.
tenant in common
Where two or morepeoplehold title to property in which each has an ‘undivided interest’ and an equal right to use the property, even if the percentages of interests are not equal. If one of the tenants in common dies, the remaining tenant(s) do not automatically become entitled to the property. Each interest can be separately sold, mortgaged or willed to another.
treasury shares
Shares which are held by acompanyas treasury shares in accordance with sections 724 to 726 of theCompanies Act.
trustee
Apersonwho holds property of any kind for the benefit of one or more otherpeopleunder a kind of arrangement which the law treats as a trust. Thepeoplewhose property is held by the trustee are called thebeneficialowners.
uncertificated proxy instruction
A properly authenticated instruction sent by means of a relevant system, in line with the rules of therelevant system, to a person acting onBT’sbehalf, on terms decided by theBoard.
underwriteorunderwriter
Apersonwho agrees to buy new shares if they are not bought by otherpeopleunderwritesthe share offer.
unincorporated associations
Associations, partnerships, societies and other bodies which the law does not treat as legalpersonsseparate from their members.
warrantordividend warrant
Similar to a cheque for a dividend.
Similar to a cheque for a dividend.
wind up
The formal process to put an end to acompany. When acompanyis wound up itsassetsare distributed. Theassetsgo first to creditors who have supplied property and services and then toshareholders. Shares whichrankfirst in sharing inBT’sassetswill receive any funds which are left over before any shares whichrankafter them.
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Index
Subject | Article | Page | ||
Accounts | 124-126 | 59 | ||
Appointment and Removal of Directors | 30-34 | 20 | ||
Directors can act if there are vacancies | 34 | 21 | ||
Electing two or more directors | 33 | 21 | ||
Filling vacancies and appointing or electing directors | 31 | 20 | ||
People who can be directors | 30 | 20 | ||
Removing and electing directors by ordinary resolution | 32 | 20 | ||
Auditor | 112-113 | 53 | ||
Attending General Meetings | 112 | 53 | ||
Validity of the Auditor’s actions | 113 | 53 | ||
Board Committees | 52-53 | 26 | ||
Board Meetings | 43-51 | 24 | ||
Chairman of | 45 | 24 | ||
Minutes of meetings | 49 | 25 | ||
Notice of | 44 | 24 | ||
Quorum | 46 | 25 | ||
Validity of Board’s actions | 50 | 25 | ||
Video conference and telephone meetings | 48 | 25 | ||
Voting at | 47 | 25 | ||
Written Resolutions | 51 | 26 | ||
Borrowing Powers (of Directors) | 68-69 | 34 | ||
Changing Share Capital | 76-79 | 38 | ||
Buying back shares | 79 | 39 | ||
Fractions of shares | 78 | 39 | ||
Power to change capital | 77 | 38 | ||
Power to reduce capital | 76 | 38 | ||
Communications with shareholders | 103-111 | 50 | ||
Company Representatives | 27 | 19 | ||
Directors | 28-69 | 19 | ||
Appointment and Removal | 30-34 | 20 | ||
Borrowing powers and restrictions | 68-69 | 34 | ||
Disqualification | 38 | 22 | ||
Expenses | 40 | 23 | ||
Interests | 54-58 | 27 | ||
Management powers | 59-67 | 31 | ||
Number of directors | 28 | 19 | ||
Pensions | 42 | 23 | ||
Remuneration | 39-42 | 22 | ||
Rotation | 35-37 | 21 | ||
as Shareholders (directors need not be) | 29 | 19 |
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Dividends | 93-102 | 45 | ||
Deducting amounts owing from dividends and | 98 | 47 | ||
other money | ||||
Distributions in kind | 95 | 46 | ||
Final dividends | 93 | 45 | ||
Fixed and interim dividends | 94 | 45 | ||
No dividends are payable except out of profits | 96 | 46 | ||
Payments to shareholders | 97 | 46 | ||
Record dates | 101 | 47 | ||
Scrip Dividends | 102 | 48 | ||
Unclaimed dividends and other money | 99 | 47 | ||
Waiver of dividends | 100 | 47 | ||
Documents | 116-117 | 55 | ||
General Meetings | 2-16 | 9 | ||
Adjourning meetings | 10 | 13 | ||
Amending resolutions | 11 | 13 | ||
Annual | 2 | 9 | ||
Chairman of meetings | 6 | 11 | ||
General Meetings | 3 | 9 | ||
Meeting in different places | 8 | 11 | ||
Notice of | 4-5 | 9 | ||
Proceedings at | 6-11 | 11 | ||
Polls | 13-15 | 14 | ||
Quorum | 9 | 12 | ||
Security and other arrangements | 7 | 11 | ||
Voting at | 12-16 | 14 | ||
Indemnity, Insurance and Defence expenditure | 118-120 | 56 | ||
Interpretation | 128 | 60 | ||
Liability | 70 | 36 | ||
Management powers (of directors) | 59-67 | 31 | ||
Appointing directors to executive positions | 60 | 32 | ||
Delegation of powers | 61 | 32 | ||
Management powers | 59 | 31 | ||
Overseas branch registers | 65 | 33 | ||
Positions with titles including the word “director” | 64 | 33 | ||
Power to appoint agents | 63 | 33 | ||
Power to establish local boards and agencies | 62 | 32 | ||
Power to provide for the benefit of employees and former employees | 67 | 34 | ||
Signatures on cheques etc. | 66 | 34 | ||
Meetings (see General Meetings) | ||||
Notice | ||||
of General Meetings | 4 | 9 | ||
Moving or postponing at short notice | 5 | 10 | ||
People Automatically Entitled to Shares by Law | 87-91 | 43 |
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Proceedings at General Meetings | 6-11 | 11 | ||
Proxies | 22-26 | 17 | ||
Quorum: | ||||
for General Meetings | 9 | 12 | ||
for Board Meetings | 46 | 25 | ||
Record dates | 101 | 47 | ||
Removal of Directors | 32 | 20 | ||
Reserves | 121-123 | 58 | ||
Assets treated as revenue | 123 | 59 | ||
Changing reserves into capital | 122 | 58 | ||
Setting up reserves | 121 | 58 | ||
Remuneration of Directors | 39-42 | 22 | ||
Directors’ expenses | 40 | 23 | ||
Directors’ fees | 39 | 22 | ||
Extra fees | 41 | 23 | ||
Pensions and other benefits | 42 | 23 | ||
Representatives (see Company Representatives) | ||||
Rotation of Directors | 35-37 | 21 | ||
When a director retires | 37 | 22 | ||
Seals | 115 | 54 | ||
Secretary | 114 | 53 | ||
Scrip Dividends | 102 | 48 | ||
Shares | 71-75 | 36 | ||
Board’s authority to allot shares and | 71 | 36 | ||
“equity securities” and to sell treasury shares | ||||
Buying back shares | 79 | 39 | ||
Changing share capital | 76-79 | 38 | ||
No trusts or similar interests recognised | 75 | 38 | ||
Power to pay commission and brokerage | 74 | 38 | ||
Renunciations of allotted but unissued shares | 73 | 38 | ||
Uncertificated shares | 72 | 37 | ||
Share Certificates | 83-84 | 41 | ||
Share Rights | 80-82 | 39 | ||
Shareholders’ Voting Rights | 17-21 | 15 | ||
Shareholders who Cannot be Traced | 92 | 44 | ||
Signature or authentication of documents | 104 | 50 |
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Transferring Shares | 85-86 | 42 | ||
Voting at General Meetings | 12-16 | 14 | ||
Effect of declaration by Chairman | 16 | 15 | ||
How votes are taken | 12 | 14 | ||
Polls | 13-15 | 14 | ||
Winding up | 127 | 60 |
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Public Company Limited by Shares
The Companies Act 1985
as amended
as amended
BT GROUP plc
Ordinary Resolution
Company No. 4190816
At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as an Ordinary Resolution:-
That the directors are authorised generally and without conditions under Section 80 of the Companies Act 1985 (‘1985 Act’) to allot relevant securities:
(a) | up to an amount of £127 million; | |
(b) | comprising equity securities up to a further amount of £127 million in connection with a rights issue. |
These authorities supersede any previous ones under Section 80 of the 1985 Act and expire at the end of the next AGM. The Board can make offers, or enter into agreements which would, or might, need relevant securities to be allotted after that expiry. In this Resolution ‘relevant securities’ and ‘equity securities’ are as defined in the 1985 Act; ‘amounts’ refer to the face value (which is the nominal value) of the relevant securities; and ‘rights issue’ is as defined in Article 74 of the Company’s articles of association.
ANDREW PARKER
Secretary
Secretary
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Public Company Limited by Shares
The Companies Act 1985
as amended
as amended
BT GROUP plc
Special Resolution
Company No. 4190816
At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as a Special Resolution:-
THAT the directors have power to allot equity securities (within the meaning of Section 94 of the 1985 Act) entirely paid for in cash:
(a) | under the authority given by paragraph (a) of Resolution 9: |
• | in connection with a pre-emptive offer; | ||
• | except in connection with a pre-emptive offer, up to an aggregate nominal amount of £20 million; and |
(b) | under the authority given by paragraph (b) of Resolution 9 in connection with a rights issue |
as if Section 89(1) of the 1985 Act did not apply to any such allotment. This power expires at the end of the next AGM but the Board can make offers, or enter into agreements which would, or might, need equity securities to be allotted after that expiry. In this Resolution all the words defined in Resolution 9 have the same meaning and:
• | ‘pre-emptive offer’ means an offer of equity securities open for a period fixed by the Board to holders (other than the Company) of ordinary shares in proportion to their holdings, subject to the limits or restrictions which the directors think are necessary; |
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• | references to an allotment of equity securities include a sale of treasury shares; and | ||
• | in working out any maximum amounts of securities, the face value of rights to subscribe for shares, or to convert any securities into shares, will be taken as the face value of the shares which would be allotted if the subscription or conversion takes place. |
ANDREW PARKER
Secretary
Secretary
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Public Company Limited by Shares
The Companies Act 1985
as amended
as amended
BT GROUP plc
Special Resolution
Company No. 4190816
At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as a Special Resolution:-
THAT the Company has general and unconditional authority to make market purchases as defined in section 163 of the Companies Act 1985 of shares of 5p each in the Company, subject to the following conditions:
(a) | the maximum number of shares which may be purchased is 774 million shares; | |
(b) | the minimum price (excluding expenses) which may be paid for each share is 5p; | |
(c) | the maximum price (excluding expenses) which the Company may pay for each share cannot be more than the higher of: |
(i) 105% of the average market value of a share in the Company for the five business days prior to the day the purchase is made; and
(ii) the value of a share in the Company calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; or (b) the highest current independent bid for, any number of shares in the Company on the trading venues where the purchase is carried out; and
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(d) | this authority will expire at the end of the next AGM of the Company held in 2010, or if earlier, 14 October 2010, except in relation to the purchase of shares, the contract for which was concluded before the expiry of this authority and which might be executed wholly or partly after that expiry. |
ANDREW PARKER
Secretary
Secretary
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Public Company Limited by Shares
The Companies Act 1985
as amended
as amended
BT GROUP plc
Special Resolution
Company No. 4190816
At the Annual General Meeting of BT GROUP public limited company duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as an Special Resolution:-
THAT with effect from 1 October 2009 the Company:
(a) | amends its articles of association (‘Current Articles’) by deleting the provisions of the Company’s memorandum of association (‘Memorandum’) which, due to section 28 Companies Act 2006 (‘2006 Act’), would be treated as provisions of the Current Articles; and | |
(b) | adopts new articles of association (‘New Articles’). |
ANDREW PARKER
Secretary
Secretary
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Public Company Limited by Shares
The Companies Act 1985
as amended
as amended
BT GROUP plc
Special Resolution
Company No. 4190816
At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as a Special Resolution:-
THAT the Company may call a general meeting (but not an AGM) on at least 14 clear days’ notice.
ANDREW PARKER
Secretary
Secretary
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BT Group plc
Registered office: 81 Newgate Street, London EC1A 7AJ
Registered in England No: 4190816
Registered in England No: 4190816