BP (BP)

Consolidation, division and cancellation of shares

9     (A)     The Company may by ordinary resolution:

(i)     consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(ii)     cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of its capital by the amount of the shares so cancelled;

(iii)     sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s memorandum of association (subject, nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares.

(B)     Whenever as a result of a consolidation and division or sub-division of shares any difficulty arises, the Directors may settle the matter in any manner they deem fit, and, in particular, may sell shares representing fractions to which any members would become entitled to any person (including, subject to the provisions of the Statutes, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to execute any instrument, or give any instruction, or do any act or thing, for the purpose of transferring the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings relating to the sale.

Consolidation,
division and cancellation of shares

9     (A)     The
Company may by ordinary resolution:

(i)     consolidate
and divide all or any of its share capital into shares of larger amount than its existing shares;

(ii)     cancel
any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and
diminish the amount of its capital by the amount of the shares so cancelled;

(iii)     sub-divide
its shares, or any of them, into shares of smaller amount than is fixed by the Company’s memorandum of association (subject,
nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is sub-divided may determine that, as
between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have
any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to
unissued or new shares.

(B)     Whenever
as a result of a consolidation and division or sub-division of shares any difficulty arises, the Directors may settle the matter in
any manner they deem fit, and, in particular, may sell shares representing fractions to which any members would become entitled to
any person (including, subject to the provisions of the Statutes, the Company) and distribute the net proceeds of sale in due
proportion among those members, and the Directors may authorise some person to execute any instrument, or give any instruction, or do
any act or thing, for the purpose of transferring the shares to, or in accordance with the directions of, the purchaser. The
transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any
irregularity in or invalidity of the proceedings relating to the sale.