BP 2015 Annual Report Download - page 255

Major shareholders
The disclosure of certain major and significant shareholdings in the share
capital of the company is governed by the Companies Act 2006, the UK
Financial Conduct Authority’s Disclosure and Transparency Rules (DTR)
and the US Securities Exchange Act of 1934.
Register of members holding BP ordinary shares as at
31 December 2015
Range of holdings
Number of ordinary
shareholders
Percentage of total
ordinary shareholders
Percentage of total
ordinary share capital
excluding shares
held in treasury
1-200 55,102 20.93 0.01
201-1,000 91,461 34.73 0.27
1,001-10,000 104,537 39.70 1.75
10,001-100,000 10,801 4.10 1.19
100,001-1,000,000 761 0.29 1.55
Over 1,000,000a650 0.25 95.23
Totals 263,312 100.00 100.00
aIncludes JPMorgan Chase Bank, N.A. holding 29.04% of the total ordinary issued share capital
(excluding shares held in treasury) as the approved depositary for ADSs, a breakdown of which is
shown in the table below.
Register of holders of American depositary shares (ADSs) as at
31 December 2015a
Range of holdings
Number of
ADS holders
Percentage of total
ADS holders
Percentage of total
ADSs
1-200 54,200 58.44 0.34
201-1,000 24,782 26.73 1.33
1,001-10,000 13,097 14.12 3.84
10,001-100,000 662 0.71 1.23
100,001-1,000,000 9 0.00 0.16
Over 1,000,000b1 0.00 93.10
Totals 92,751 100.00 100.00
aOne ADS represents six 25 cent ordinary shares.
bOne holder of ADSs represents 991,246 underlying shareholders, as at 11 January 2016.
As at 31 December 2015, there were also 1,436 preference
shareholders. Preference shareholders represented 0.46% and ordinary
shareholders represented 99.54% of the total issued nominal share
capital of the company (excluding shares held in treasury) as at that date.
In accordance with DTR 5, we have received notification that as at
31 December 2015 BlackRock, Inc held 6.42% and Legal & General
Group plc held 3.23% of the voting rights of the issued share capital of
the company. As at 16 February 2016 BlackRock, Inc. held 6.86% and
Legal & General Group plc held 3.21% of the voting rights of the issued
share capital of the company.
Under the US Securities Exchange Act of 1934 BP has received
notification of the following interests as at 16 February 2016:
Holder
Holding of
ordinary shares
Percentage
of ordinary
share capital
excluding
shares held
in treasury
JPMorgan Chase Bank N.A., depositary
for ADSs, through its nominee
Guaranty Nominees Limited 5,361,923,151 29.01
BlackRock, Inc. 1,269,247,291 6.86
The company’s major shareholders do not have different voting rights.
The company has also been notified of the following interests in
preference shares as at 16 February 2016:
Holder
Holding of 8%
cumulative first
preference shares
Percentage
of class
The National Farmers Union Mutual
Insurance Society 945,000 13.07
M & G Investment Management Ltd. 528,150 7.30
Holder
Holding of 9%
cumulative second
preference shares
Percentage
of class
The National Farmers Union Mutual
Insurance Society 987,000 18.03
M & G Investment Management Ltd. 644,450 11.77
Bank Julius Baer 294,000 5.37
Smith & Williamson Investment
Management Ltd. 279,500 5.11
In accordance with DTR 5.8.12, Smith and Williamson Holdings Limited
disposed of its interest in 32,500 8% cumulative first preference shares
during 2014.
In accordance with DTR 5.6, BlackRock, Inc. notified the company that its
indirect interest in ordinary shares decreased below 5% during 2014.
UBS Investment Bank notified the company that its indirect interest in
ordinary shares increased above 3% on 9 February 2015 and that it
decreased below the notifiable threshold on 16 February 2015.
UBS Investment Bank notified the company that its indirect interest in
ordinary shares increased above 3% on 7 May 2015 and that it decreased
below the notifiable threshold on 11 May 2015.
The Capital Group of Companies, Inc. notified the company that its
indirect interest in ordinary shares decreased below the notifiable
threshold on 21 July 2015.
UBS Investment Bank notified the company that its indirect interest in
ordinary shares increased above 3% on 4 November 2015 and that it
decreased below the notifiable threshold on 9 November 2015.
BlackRock, Inc. notified the company that its indirect interest in ordinary
shares remained above the previously disclosed threshold of 5%, on
26 November 2015, that it decreased below 5% on 4 February 2016 and
that it increased above 5% on 15 February 2016.
As at 16 February 2016, the total preference shares in issue comprised
only 0.46% of the company’s total issued nominal share capital
(excluding shares held in treasury), the rest being ordinary shares.
Annual general meeting
The 2016 AGM will be held on Thursday 14 April 2016 at 11.30am at
ExCeL London, One Western Gateway, Royal Victoria Dock, London,
E16 1XL. A separate notice convening the meeting is distributed to
shareholders, which includes an explanation of the items of business to
be considered at the meeting.
All resolutions for which notice has been given will be decided on a poll.
Ernst & Young LLP have expressed their willingness to continue in office
as auditors and a resolution for their reappointment is included in the
Notice of BP Annual General Meeting 2016.
Memorandum and Articles of Association
The following summarizes certain provisions of the company’s
Memorandum and Articles of Association and applicable English law. This
summary is qualified in its entirety by reference to the UK Companies Act
2006 (the Act) and the company’s Memorandum and Articles of
Association. For information on where investors can obtain copies of the
Memorandum and Articles of Association see Documents on display on
page 254.
The company’s Articles of Association may be amended by a special
resolution at a general meeting of the shareholders. At the annual general
meeting (AGM) held on 17 April 2008 shareholders voted to adopt new
Articles of Association, largely to take account of changes in UK company
law brought about by the Act. Further amendments to the Articles of
Association were approved by shareholders at the AGM held on
15 April 2010. At the AGM held on 16 April 2015 shareholders voted to
adopt new Articles of Association to reflect developments in practice and
to provide clarification and additional flexibility.
Objects and purposes
BP is incorporated under the name BP p.l.c. and is registered in England
and Wales with the registered number 102498. The provisions regulating
the operations of the company, known as its ‘objects’, were historically
BP Annual Report and Form 20-F 2015 251
Shareholder information