BP 2008 Annual Report Download - page 97

BP Annual Report and Accounts 2008
Additional information for shareholders
Voting rights
The Articles of Association of the company provide that voting on
resolutions at a shareholders’ meeting will be decided on a poll other
than resolutions of a procedural nature, which may be decided on a show
of hands. If voting is on a poll, every shareholder who is present in
person or by proxy has one vote for every ordinary share held and two
votes for every £5 in nominal amount of BP preference shares held. If
voting is on a show of hands, each shareholder who is present at the
meeting in person or whose duly appointed proxy is present in person
will have one vote, regardless of the number of shares held, unless a poll
is requested. Shareholders do not have cumulative voting rights.
Holders of record of ordinary shares may appoint a proxy,
including a beneficial owner of those shares, to attend, speak and vote
on their behalf at any shareholders’ meeting.
Record holders of BP ADSs are also entitled to attend, speak and
vote at any shareholders’ meeting of BP by the appointment by the
approved depositary, JPMorgan Chase Bank, of them as proxies in
respect of the ordinary shares represented by their ADSs. Each such
proxy may also appoint a proxy. Alternatively, holders of BP ADSs are
entitled to vote by supplying their voting instructions to the depositary,
who will vote the ordinary shares represented by their ADSs in
accordance with their instructions.
Proxies may be delivered electronically.
Matters are transacted at shareholders’ meetings by the
proposing and passing of resolutions, of which there are three types:
ordinary, special or extraordinary. An annual general meeting must be
held once in every year and all other general meetings will be called
extraordinary general meetings.
An ordinary resolution requires the affirmative vote of a majority
of the votes of those persons voting at a meeting at which there is a
quorum. Special and extraordinary resolutions require the affirmative vote
of not less than three-fourths of the persons voting at a meeting at which
there is a quorum. Any AGM requires 21 days’ notice. The notice period
for an extraordinary general meeting is 14 days. With the implementation
of the EU Shareholder Rights Directive into UK law expected later this
year, reliance on this notice period of 14 days will require 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 (i) the capital paid up on such shares plus, (ii) accrued and
unpaid dividends and (iii) 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 an extraordinary 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 in order to be entitled to receive notice of shareholders’ meetings. In
certain circumstances, BP may give notices to shareholders by
advertisement in UK newspapers. 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 is described above under the
heading Voting Rights.
Under the Articles of Association, the AGM of shareholders will
be held within the six-month period from the first day of BP’s accounting
period. All general meetings shall be held at a time and place determined
by the directors within 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 imposed by English law or the company’s
Memorandum or Articles of Association on the right of non-residents or
foreign persons to hold or vote the company’s ordinary shares or ADSs,
other than limitations that would generally apply to all of the shareholders.
Disclosure of interests in shares
The UK Companies Act permits a public company, on written notice, to
require any person whom the company believes to be or, at any time
during the previous three years prior to the issue of the notice, to have
been interested in its voting shares, 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.
Exchange controls
There are currently no UK foreign exchange controls or restrictions on
remittances of dividends on the ordinary shares or on the conduct of
the company’s operations.
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.
Taxation
This section describes the material US federal income tax and UK
taxation consequences of owning ordinary shares or ADSs to a US holder
who holds the ordinary shares or ADSs as capital assets for tax
purposes. It does not apply, however, to members of special classes of
holders subject to special rules and holders that, directly or indirectly,
hold 10% or more of the company’s voting stock.
A US holder is any beneficial owner of ordinary shares or ADSs
that is for US federal income tax purposes (i) a citizen or resident of the
US, (ii) a US domestic corporation, (iii) an estate whose income is subject
to US federal income taxation regardless of its source, or (iv) a trust if a
US court can exercise primary supervision over the trust’s administration
and one or more US persons are authorized to control all substantial
decisions of the trust.
This section is based on the Internal Revenue Code of 1986, as
amended, its legislative history, existing and proposed regulations
thereunder, published rulings and court decisions, and the taxation laws
of the UK, all as currently in effect, as well as the income tax convention
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