BP (BP)

Capitalisation of Profits and Reserves

143     The Directors may, with the sanction of an ordinary resolution of the Company, capitalise any sum standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account by appropriating such sum to the members who would have been entitled to it if it were distributed by way of dividend on the Ordinary Shares and in the same proportions and applying such sum on their behalf in paying up in full unissued Ordinary Shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, unissued shares of any other class not being redeemable shares) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportions aforesaid. The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions as to the date or dates by reference to which the entitlement of such members is to be determined and provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Capitalisation
of Profits and Reserves

143     The
Directors may, with the sanction of an ordinary resolution of the Company, capitalise any sum standing to the credit of any of the
Company’s reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or
any sum standing to the credit of profit and loss account by appropriating such sum to the members who would have been entitled to it
if it were distributed by way of dividend on the Ordinary Shares and in the same proportions and applying such sum on their behalf in
paying up in full unissued Ordinary Shares (or, subject to any special rights previously conferred on any shares or class of shares
for the time being issued, unissued shares of any other class not being redeemable shares) for allotment and distribution credited as
fully paid up to and amongst them as bonus shares in the proportions aforesaid. The Directors may do all acts and things considered
necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they
think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions as to the date or dates by
reference to which the entitlement of such members is to be determined and provisions whereby fractional entitlements are disregarded
or the benefit thereof accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter
on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and matters
incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.