BP 2013 Annual Report Download - page 118

BP Annual Report and Form 20-F 2013114
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 113 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 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 BP ADSs,
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.
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.