BP 2014 Annual Report Download - page 253

Any AGM requires 21 days’ notice. The notice period for a general
meeting is 14 days subject to the company obtaining annual
shareholder approval, failing which, a 21-day notice period will apply.
Liquidation rights; redemption provisions
In the event of a liquidation of BP, after payment of all liabilities and
applicable deductions under UK laws and subject to the payment of
secured creditors, the holders of BP preference shares would be
entitled to the sum of (1) the capital paid up on such shares plus,
(2) accrued and unpaid dividends and (3) a premium equal to the higher
of (a) 10% of the capital paid up on the BP preference shares and (b) the
excess of the average market price over par value of such shares on the
LSE during the previous six months. The remaining assets (if any) would
be divided pro rata among the holders of ordinary shares.
Without prejudice to any special rights previously conferred on the
holders of any class of shares, BP may issue any share with such
preferred, deferred or other special rights, or subject to such restrictions
as the shareholders by resolution determine (or, in the absence of any
such resolutions, by determination of the directors), and may issue
shares that are to be or may be redeemed.
Variation of rights
The rights attached to any class of shares may be varied with the
consent in writing of holders of 75% of the shares of that class or on
the adoption of a special resolution passed at a separate meeting of the
holders of the shares of that class. At every such separate meeting, all
of the provisions of the Articles of Association relating to proceedings at
a general meeting apply, except that the quorum with respect to a
meeting to change the rights attached to the preference shares is 10%
or more of the shares of that class, and the quorum to change the rights
attached to the ordinary shares is one third or more of the shares of that
class.
Shareholders’ meetings and notices
Shareholders must provide BP with a postal or electronic address in the
UK to be entitled to receive notice of shareholders’ meetings. Holders
of BP ADSs are entitled to receive notices under the terms of the
deposit agreement relating to BP ADSs. The substance and timing of
notices are described on page 248 under the heading Voting rights.
Under the Act, the AGM of shareholders must be held within the six-
month period once every year. All general meetings shall be held at a
time and place determined by the directors in the UK. If any
shareholders’ meeting is adjourned for lack of quorum, notice of the
time and place of the meeting may be given in any lawful manner,
including electronically. Powers exist for action to be taken either before
or at the meeting by authorized officers to ensure its orderly conduct
and safety of those attending.
Limitations on voting and shareholding
There are no limitations, either under the laws of the UK or under the
company’s Articles of Association, restricting the right of non-resident
or foreign owners to hold or vote BP ordinary or preference shares in
the company other than limitations that would generally apply to all of
the shareholders and limitations applicable to certain countries and
persons subject to EU economic sanctions or those sanctions adopted
by the UK government which implement resolutions of the Security
Council of the United Nations.
Disclosure of interests in shares
The Act permits a public company to give notice to any person whom
the company believes to be or, at any time during the three years prior
to the issue of the notice, to have been interested in its voting shares
requiring them to disclose certain information with respect to those
interests. Failure to supply the information required may lead to
disenfranchisement of the relevant shares and a prohibition on their
transfer and receipt of dividends and other payments in respect of
those shares. In this context the term ‘interest’ is widely defined and
will generally include an interest of any kind whatsoever in voting
shares, including any interest of a holder of BP ADSs.
Called-up share capital
Details of the allotted, called-up and fully-paid share capital at
31 December 2014 are set out in Financial statements – Note 29.
At the AGM on 10 April 2014, authorization was given to the directors
to allot shares up to an aggregate nominal amount equal to $3,076
million. Authority was also given to the directors to allot shares for cash
and to dispose of treasury shares, other than by way of rights issue, up
to a maximum of $231 million, without having to offer such shares to
existing shareholders. These authorities were given for the period until
the next AGM in 2015 or 10 July 2015, whichever is the earlier. These
authorities are renewed annually at the AGM.
Shareholder information
BP Annual Report and Form 20-F 2014 249