BP 2011 Annual Report Download - page 173

Additional information for shareholders
BP Annual Report and Form 20-F 2011 171
Additional information for shareholders
Fees and charges payable by a holder of ADSs
The Depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of
withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the
amounts distributed or by selling a portion of the distributable property to pay the fees.
The charges of the Depositary payable by investors are as follows:
Type of service Depositary actions Fee
Depositing or substituting the
underlying shares
Issuance of ADSs against the deposit of shares, including
deposits and issuances in respect of:
• Share distributions, stock splits, rights, merger.
• Exchange of securities or other transactions or event
or other distribution affecting the ADSs or deposited
securities.
$5.00 per 100 ADSs (or portion thereof)
evidenced by the new ADSs delivered.
Selling or exercising rights Distribution or sale of securities, the fee being in an amount
equal to the fee for the execution and delivery of ADSs that
would have been charged as a result of the deposit of such
securities.
$5.00 per 100 ADSs (or portion thereof).
Withdrawing an
underlying share
Acceptance of ADSs surrendered for withdrawal of deposited
securities.
$5.00 for each 100 ADSs (or portion
thereof) evidenced by the ADSs
surrendered.
Expenses of the Depositary Expenses incurred on behalf of holders in connection with:
• Stock transfer or other taxes and governmental charges.
• Cable, telex, electronic and facsimile transmission/
delivery.
• Transfer or registration fees, if applicable, for the
registration of transfers of underlying shares.
• Expenses of the Depositary in connection with the
conversion of foreign currency into US dollars (which are
paid out of such foreign currency).
Expenses payable at the sole discretion
of the Depositary by billing holders or by
deducting charges from one or more cash
dividends or other cash distributions.
Fees and payments made by the
Depositary to the issuer
The Depositary has agreed to reimburse certain company expenses
related to the company’s ADS programme and incurred by the company
in connection with the programme. The Depositary reimbursed to the
company, or paid amounts on the company’s behalf to third parties,
or waived its fees and expenses, of $3,330,826 for the year ended
31 December 2011.
The table below sets out the types of expenses that the Depositary
has agreed to reimburse and the fees it has agreed to waive for standard
costs associated with the administration of the ADS programme relating to
the year ended 31 December 2011. The Depositary has also paid certain
expenses directly to third parties on behalf of the company.
Category of expense reimbursed,
waived or paid directly to third parties
Amount reimbursed, waived or paid
directly to third parties for
the year ended 31 December 2011
NYSE listing fees reimbursed $500,000
Service fees and out of pocket expenses
waiveda$1,940,127
Broker fees reimbursedb$798,177
Other third-party mailing costs reimbursedc$76,736
Legal advice reimbursedd$2,918
Other third-party expenses paid directly $12,868
Total $3,330,826
a Includes fees in relation to transfer agent costs and costs of the BP Scrip Dividend Programme
operated by JPMorgan Chase Bank, N.A.
b Broker reimbursements are fees payable to Broadridge for the distribution of hard copy material to
ADR beneficial holders in the Depositary Trust Company. Corporate materials include information
related to shareholders’ meetings and related voting instructions. These fees are SEC approved.
c Payment of fees to Precision IR for proxy solicitation and investor support.
d Reimbursement for legal advice from Ziegler, Ziegler & Associates.
Under certain circumstances, including removal of the Depositary or
termination of the ADR programme by the company, the company is
required to repay the Depositary amounts reimbursed and/or expenses
paid to or on behalf of the company during the 12-month period prior to
notice of removal or termination.
Related-party transactions
Transactions between the group and its significant jointly controlled entities
and associates are summarized in Financial statements – Note 24 on page
215 and Note 25 on page 216. In the ordinary course of its business, the
group enters into transactions with various organizations with which certain
of its directors or executive officers are associated. Except as described
in this report, the group did not have material transactions or transactions
of an unusual nature with, and did not make loans to, related parties in the
period commencing 1 January 2011 to 28 February 2012.