BP 2009 Annual Report Download - page 105

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BP Annual Report and Accounts 2009
Additional information for shareholders
Additional information for shareholders
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. In addition, if a
partnership holds the shares or ADSs, the United States federal income
tax treatment of a partner will generally depend on the status of the
partner and the tax treatment of the partnership, and may not be
described fully below.
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
between the US and the UK that entered into force on 31 March 2003
(the Treaty). These laws are subject to change, possibly on a retroactive
basis. This section is further based in part on the representations of the
Depositary and assumes that each obligation in the Deposit Agreement
and any related agreement will be performed in accordance with
its terms.
For purposes of the Treaty and the estate and gift tax Convention
(the ‘Estate Tax Convention’), and for US federal income tax and UK
taxation purposes, a holder of ADRs evidencing ADSs will be treated as
the owner of the company’s ordinary shares represented by those
ADRs. Exchanges of ordinary shares for ADRs and ADRs for ordinary
shares generally will not be subject to US federal income tax or to UK
taxation other than stamp duty or stamp duty reserve tax, as described
below.
Investors should consult their own tax adviser regarding the
US federal, state and local, the UK and other tax consequences of
owning and disposing of ordinary shares and ADSs in their particular
circumstances, and in particular whether they are eligible for the
benefits of the Treaty.
Taxation of dividends
UK taxation
Under current UK taxation law, no withholding tax will be deducted from
dividends paid by the company, including dividends paid to US holders.
A shareholder that is a company resident for tax purposes in the UK or
trading in the UK through a permanent establishment generally will
not be taxable in the UK on a dividend it receives from the company.
A shareholder who is an individual resident for tax purposes in the
UK is subject to UK tax but entitled to a tax credit on cash dividends
paid on ordinary shares or ADSs of the company equal to one-ninth of
the cash dividend.