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BP » Topics » Allotment of shares etc

These excerpts taken from the BP 6-K filed May 22, 2008.

Allotment of shares etc

13     (A)     Subject to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any resolution of the Company in general meeting passed pursuant thereto, all unissued shares in the Company and all (if any) shares in the Company lawfully held by or on behalf of it shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.

(B)     (i)     Pursuant to and in accordance with Section 80 of the Companies Act 1985 the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot relevant securities up to an aggregate nominal amount equal to the Section 80 Amount; and

(ii)     pursuant to and within the terms of the said authority or otherwise in accordance with Section 95 of the Companies Act 1985 the Directors shall be empowered during each prescribed period to allot equity securities wholly for cash (a) in connection with a rights issue; and (b) otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 89 Amount; and

(iii)     during each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other relevant securities to be allotted after the expiry of such period; and

(iv)     for the purposes of this Article 13(B):

(a)     “rights issue” means an offer of equity securities open for acceptance for a period fixed by the Directors to holders of equity securities on the register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached thereto but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or as regards shares held by an Approved Depositary;

(b)     “prescribed period” means any period (not exceeding five years on any occasion) for which the authority conferred in the case of sub-paragraph (i) is conferred or renewed by ordinary or special resolution stating the Section 80 Amount, and the power conferred in the case of sub-paragraph (ii) is conferred or renewed by special resolution stating the Section 89 Amount;

(c)     “the Section 80 Amount” shall for any prescribed period be that stated in the relevant ordinary or special resolution;

(d)     “the Section 89 Amount” shall for any prescribed period be that stated in the relevant special resolution;

(e)     the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights; and

(f)     words and expressions defined in or for the purposes of Part IV of the Companies Act 1985 shall bear the same meanings herein.

Allotment
of shares etc


13     (A)     Subject
to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any resolution of the Company in
general meeting passed pursuant thereto, all unissued shares in the Company and all (if any) shares in the Company lawfully held by
or on behalf of it shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation),
grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.



(B)     (i)     Pursuant
to and in accordance with Section 80 of the Companies Act 1985 the Directors shall be generally and unconditionally authorised to
exercise for each prescribed period all the powers of the Company to allot relevant securities up to an aggregate nominal amount
equal to the Section 80 Amount; and





(ii)     pursuant
to and within the terms of the said authority or otherwise in accordance with Section 95 of the Companies Act 1985 the Directors
shall be empowered during each prescribed period to allot equity securities wholly for cash (a) in connection with a rights issue;
and (b) otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 89 Amount; and



(iii)     during
each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might
require equity securities or other relevant securities to be allotted after the expiry of such period; and



(iv)     for
the purposes of this Article 13(B):



(a)     “rights
issue” means an offer of equity securities open for acceptance for a period fixed by the Directors to holders of equity
securities on the register on a fixed record date in proportion to their respective holdings of such securities or in accordance with
the rights attached thereto but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in
relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any territory or as regards shares held by an Approved Depositary;



(b)     “prescribed
period” means any period (not exceeding five years on any occasion) for which the authority conferred in the case of
sub-paragraph (i) is conferred or renewed by ordinary or special resolution stating the Section 80 Amount, and the power conferred in
the case of sub-paragraph (ii) is conferred or renewed by special resolution stating the Section 89 Amount;



(c)     “the
Section 80 Amount” shall for any prescribed period be that stated in the relevant ordinary or special resolution;



(d)     “the
Section 89 Amount” shall for any prescribed period be that stated in the relevant special resolution;



(e)     the
nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into
shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights; and



(f)     words
and expressions defined in or for the purposes of Part IV of the Companies Act 1985 shall bear the same meanings herein.



EXCERPTS ON THIS PAGE:

6-K (2 sections)
May 22, 2008

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