BP 2015 Annual Report Download - page 257

Holders on 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, provided that a duly completed
proxy form is received not less than 48 hours (or such shorter time as
the directors may determine) before the time of the meeting or
adjourned meeting or, where the poll is to be taken after the date of the
meeting, not less than 24 hours (or such shorter time as the directors
may determine) before the time of the poll.
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 N.A., 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.
Corporations who are members of the company may appoint one or
more persons to act as their representative or representatives at any
shareholders’ meeting provided that the company may require a
corporate representative to produce a certified copy of the resolution
appointing them before they are permitted to exercise their powers.
Matters are transacted at shareholders’ meetings by the proposing and
passing of resolutions, of which there are two types: ordinary or special.
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.
A special resolution requires the affirmative vote of not less than three
quarters of the persons voting at a meeting at which there is a quorum.
Any AGM requires 21 clear days’ notice. The notice period for any other
general meeting is 14 clear days subject to the company obtaining
annual shareholder approval, failing which, a 21 clear 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 252 under the heading Voting rights.
Under the Act, the AGM of shareholders must be held once every year,
within each six month period beginning with the day following the
company’s accounting reference date. All general meetings shall be held
at a time and place (in England) determined by the directors. If any
shareholders’ meeting is adjourned for lack of quorum, notice of the time
and place of the adjourned 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 and any new shares in the company issued 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 2015 are set out in Financial statements – Note 30. At the
AGM on 16 April 2015, authorization was given to the directors to allot
shares up to an aggregate nominal amount equal to $3,040 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 $228 million, without having to offer such shares to existing
shareholders. These authorities were given for the period until the next
AGM in 2016 or 16 July 2016, whichever is the earlier. These authorities
are renewed annually at the AGM.
Purchases of equity securities by the issuer
and affiliated purchasers
At the AGM on 16 April 2015, authorization was given to the company to
repurchase up to 1.8 billion ordinary shares for the period until the next
AGM in 2016 or 16 July 2016, being the latest dates by which an AGM
must be held for that year. This authorization is renewed annually at the
AGM. No ordinary shares were repurchased during 2015. The following
table provides details of ordinary share purchases made by the
Employee Share Ownership Plans (ESOPs) and other purchases of
ordinary shares and ADSs made to satisfy the requirements of certain
employee share-based payment plans.
Number of shares
purchased
by ESOPs or for
certain employee
share-based plansa
Average price
paid per share
$
2015
January 5 – January 30 36,600,000 6.19
February 2 to February 5 6,960,000 6.50
September 21 1,132,000 5.22
October 29 2,800,000 5.99
November 3 – November 4 2,700,000 5.94
December 15 950,000 5.16
2016
January 1 – January 31 Nil
February 1 to February 16 Nil
aAll share purchases were of ordinary shares of 25 cents each and/or ADSs (each representing
six ordinary shares) and were on/open market transactions.
Shareholder information
BP Annual Report and Form 20-F 2015 253