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BP » Topics » Conditions attaching to Share Warrants

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

Conditions attaching to Share Warrants

27     The Share Warrants shall be subject to the following conditions:

(i)     except as otherwise provided in sub-paragraph (vii) of this Article 27, no Share Warrant shall be issued except upon a request in writing by the person for the time being named in the Register of Members as the holder of the shares in respect of which the Share Warrant is to be issued. The Directors shall not be under any obligation to accede to any such request;

(ii)     the request shall be in such form, and supported by such evidence as to the identity of the person making the same and of his right or title to the shares, as the Directors shall from time to time require, and shall be lodged at the Transfer Office;

(iii)     before the issue of a Share Warrant the share certificates (if any) then outstanding in respect of the shares to be included in the Share Warrant shall be delivered up to the Company for cancellation;

(iv)     save as otherwise agreed by the Company, any person applying to have a Share Warrant issued shall be responsible for, and shall indemnify the Company against, any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable (if any) in respect of the issue of the Share Warrant and shall pay to the Company at the time of such issue such amount in respect thereof as the Company may require;

(v)     each Share Warrant shall represent such number of shares and be in such language and form as the Directors shall think fit;

(vi)     the Company shall be entitled to recognise an absolute right in the Bearer for the time being of any Share Warrant to such amount of dividend or other moneys payable on or in respect of the shares included in such Share Warrant, as shall have been declared or otherwise be payable, upon the presentation or delivery of such Share Warrant, and payment by or on behalf of the Company to an account or accounts specified by the person presenting such Share Warrant to the Transfer Office against such presentation or delivery shall be a good discharge to the Company accordingly;

(vii)     save as otherwise agreed by the Company, subject to the payment to the Company of all (if any) stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties which may thereby be involved and for which the Company may be required to account:

(a)     if any Share Warrant is worn out, damaged or defaced, a replacement Share Warrant will be issued upon request and upon surrender of the old Share Warrant for cancellation;

(b)     if any Share Warrant is alleged to have been lost, stolen or destroyed, a replacement Share Warrant may, at the discretion of the Directors, be issued to the person claiming to be entitled thereto upon request and upon compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit provided that no new Share Warrant may be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed; and

(c)     a Bearer may surrender for cancellation any Share Warrant and request that the Company issue in lieu two or more Share Warrants which together represent the same shares in such proportion as he may specify and the Directors may, if they think fit, authorise the cancellation of the original Share Warrants and the issuance of such new Share Warrants; and

(viii)     a Bearer may at any time deposit the Share Warrant together with a written declaration specifying his name and postal address at such place as the Directors may from time to time appoint (or, in default of such appointment, at the Transfer Office), and, so long as the Share Warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, of giving notice of intention to submit a resolution to a meeting, of attending and voting, giving a proxy and exercising the other rights and privileges of a member at any meeting held after the expiration of forty-eight hours from the time of deposit, as if from the time of deposit his name were inserted in the Register as the holder of the shares specified in the deposited Share Warrant. Not more than one person shall be recognised as depositor of any Share Warrant. Every Share Warrant which shall have been so deposited as aforesaid shall remain so deposited until after the conclusion of the meeting (including any adjournment) at which the depositor desires to attend or to be represented. Save as otherwise expressly provided, no person shall, as bearer of a Share Warrant, be entitled to sign a requisition for calling a general meeting;

(ix)     subject as otherwise expressly provided in Articles 24 to 29, a Bearer (or the depositor of a Share Warrant in accordance with Article 27(viii)) shall be entitled in all other respects to the same rights, benefits, privileges and advantages, accorded from time to time pursuant to these Articles or by the Statutes (subject to these Articles) and subject to the same obligations and duties as if he were named in the Register as the holder of the shares specified in the Share Warrant, and he shall be deemed to be a member of the Company for these purposes.

Conditions
attaching to Share Warrants


27     The
Share Warrants shall be subject to the following conditions:



(i)     except
as otherwise provided in sub-paragraph (vii) of this Article 27, no Share Warrant shall be issued except upon a request in writing by
the person for the time being named in the Register of Members as the holder of the shares in respect of which the Share Warrant is
to be issued. The Directors shall not be under any obligation to accede to any such request;



(ii)     the
request shall be in such form, and supported by such evidence as to the identity of the person making the same and of his right or
title to the shares, as the Directors shall from time to time require, and shall be lodged at the Transfer Office;



(iii)     before
the issue of a Share Warrant the share certificates (if any) then outstanding in respect of the shares to be included in the Share
Warrant shall be delivered up to the Company for cancellation;



(iv)     save
as otherwise agreed by the Company, any person applying to have a Share Warrant issued shall be responsible for, and shall indemnify
the Company against, any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties
payable (if any) in respect of the issue of the Share Warrant and shall pay to the Company at the time of such issue such amount in
respect thereof as the Company may require;



(v)     each
Share Warrant shall represent such number of shares and be in such language and form as the Directors shall think fit;



(vi)     the
Company shall be entitled to recognise an absolute right in the Bearer for the time being of any Share Warrant to such amount of
dividend or other moneys payable on or in respect of the shares included in such Share Warrant, as shall have been declared or
otherwise be payable, upon the presentation or delivery of such Share Warrant, and payment by or on behalf of the Company to an
account or accounts specified by the person presenting such Share Warrant to the Transfer Office against such presentation or
delivery shall be a good discharge to the Company accordingly;



(vii)     save
as otherwise agreed by the Company, subject to the payment to the Company of all (if any) stamp duties, stamp duty reserve tax,
bearer instrument duty, taxes, charges, fees, interest and penalties which may thereby be involved and for which the Company may be
required to account:





(a)     if
any Share Warrant is worn out, damaged or defaced, a replacement Share Warrant will be issued upon request and upon surrender of the
old Share Warrant for cancellation;



(b)     if
any Share Warrant is alleged to have been lost, stolen or destroyed, a replacement Share Warrant may, at the discretion of the
Directors, be issued to the person claiming to be entitled thereto upon request and upon compliance with such conditions as to
evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may
think fit provided that no new Share Warrant may be issued to replace one that has been lost unless the Directors are satisfied
beyond reasonable doubt that the original has been destroyed; and



(c)     a
Bearer may surrender for cancellation any Share Warrant and request that the Company issue in lieu two or more Share Warrants which
together represent the same shares in such proportion as he may specify and the Directors may, if they think fit, authorise the
cancellation of the original Share Warrants and the issuance of such new Share Warrants; and



(viii)     a
Bearer may at any time deposit the Share Warrant together with a written declaration specifying his name and postal address at such
place as the Directors may from time to time appoint (or, in default of such appointment, at the Transfer Office), and, so long as
the Share Warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the
Company, of giving notice of intention to submit a resolution to a meeting, of attending and voting, giving a proxy and exercising
the other rights and privileges of a member at any meeting held after the expiration of forty-eight hours from the time of deposit,
as if from the time of deposit his name were inserted in the Register as the holder of the shares specified in the deposited Share
Warrant. Not more than one person shall be recognised as depositor of any Share Warrant. Every Share Warrant which shall have been so
deposited as aforesaid shall remain so deposited until after the conclusion of the meeting (including any adjournment) at which the
depositor desires to attend or to be represented. Save as otherwise expressly provided, no person shall, as bearer of a Share
Warrant, be entitled to sign a requisition for calling a general meeting;



(ix)     subject
as otherwise expressly provided in Articles 24 to 29, a Bearer (or the depositor of a Share Warrant in accordance with Article
27(viii)) shall be entitled in all other respects to the same rights, benefits, privileges and advantages, accorded from time to time
pursuant to these Articles or by the Statutes (subject to these Articles) and subject to the same obligations and duties as if he
were named in the Register as the holder of the shares specified in the Share Warrant, and he shall be deemed to be a member of the
Company for these purposes.



EXCERPTS ON THIS PAGE:

6-K (2 sections)
May 22, 2008

RELATED TOPICS for BP:

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