BP (BP)

Directors’ powers to authorise conflicts of interest

96     (A)     This Article 96 shall only apply on and from the commencement in force of Section 175 of the Companies Act 2006.

(B)     The Directors may (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:

(i)     any matter which would otherwise result in a Director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties);

(ii)     a Director to accept or continue in any office, employment or position in addition to his office as a Director of the Company and without prejudice to the generality of paragraph B(i) of this Article 96 may authorise the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises,

provided that for this purpose the Director in question and any other interested Director are not counted in the quorum at any board meeting at which such matter, or such office, employment or position, is approved and it is agreed to without their voting or would have been agreed to if their votes had not been counted.

(C)     If a matter, or office, employment or position, has been authorised by the Directors in accordance with this Article 96 then:

(i)     the Director shall not be required to disclose any confidential information relating to such matter, or such office, employment or position, to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter, or that office, employment or position;

(ii)     the Director may absent himself from meetings of the Directors at which anything relating to that matter, or that office, employment or position, will or may be discussed; and

(iii)     the Director may make such arrangements as such Director thinks fit for Board and committee papers to be received and read by a professional adviser on behalf of that Director.

(D)     A Director shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any matter, or from any office, employment or position, which has been approved by the Directors pursuant to this Article 96 (subject in any such case to any limits or conditions to which such approval was subject).

(E)     This Article is without prejudice to the operation of Article 95.

Directors’
powers to authorise conflicts of interest

96     (A)     This
Article 96 shall only apply on and from the commencement in force of Section 175 of the Companies Act 2006.

(B)     The
Directors may (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to
their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:

(i)     any
matter which would otherwise result in a Director infringing his duty to avoid a situation in which he has, or can have, a direct or
indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as
likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties);

(ii)     a
Director to accept or continue in any office, employment or position in addition to his office as a Director of the Company and
without prejudice to the generality of paragraph B(i) of this Article 96 may authorise the manner in which a conflict of interest
arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest
arises,

provided
that for this purpose the Director in question and any other interested Director are not counted in the quorum at any board meeting
at which such matter, or such office, employment or position, is approved and it is agreed to without their voting or would have been
agreed to if their votes had not been counted.

(C)     If
a matter, or office, employment or position, has been authorised by the Directors in accordance with this Article 96 then:

(i)     the
Director shall not be required to disclose any confidential information relating to such matter, or such office, employment or
position, to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him in
relation to or in connection with that matter, or that office, employment or position;

(ii)     the
Director may absent himself from meetings of the Directors at which anything relating to that matter, or that office, employment or
position, will or may be discussed; and

(iii)     the
Director may make such arrangements as such Director thinks fit for Board and committee papers to be received and read by a
professional adviser on behalf of that Director.

(D)     A
Director shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any matter, or from
any office, employment or position, which has been approved by the Directors pursuant to this Article 96 (subject in any such case to
any limits or conditions to which such approval was subject).

(E)     This
Article is without prejudice to the operation of Article 95.