BP (BP)

Dividend re-investment plans

141     (A)     The Directors may with the prior sanction of an ordinary resolution of the Company implement and maintain in accordance with the terms and conditions of such resolution but otherwise as the Directors may determine from time to time a share dividend or distribution reinvestment plan or plans for the benefit of the holders of Ordinary Shares of the Company whereby such holders may be given one or more of the following options namely:

(i)     instead of taking the net cash amount due to them in respect of any dividend (or any part thereof) declared or payable on all or any Ordinary Shares held by them either to invest such cash in subscribing for unissued Ordinary Shares in the capital of the Company payable in full or by instalments or in paying up in full or by instalments any unpaid or partly paid Ordinary Shares held by them on the terms of any such plan; or

(ii)     instead of taking the net cash amount due to them in respect of any dividend (or any part thereof) declared or payable on all or any Ordinary Shares held by them to elect to receive new Ordinary Shares in the capital of the Company credited as fully paid on the terms and conditions of any such plan; or

(iii)     to forego their entitlement to any dividend (or any part thereof) declared or payable on all or any Ordinary Shares held by them and to take instead fully paid bonus Ordinary Shares on the terms and conditions of any such plan; or

(iv)     any other option in respect of the whole or any part of any dividend on all or any Ordinary Shares held by them as the Directors shall determine.

Where in the case of any plan such as those contemplated in sub-paragraphs (ii) and (iii) above, holders of Ordinary Shares are not entitled to payment of a cash dividend (otherwise than in respect of fractional entitlements), the plan may provide for them to receive allotments of Ordinary Shares credited as fully paid having a value of more than the net cash amount which would otherwise be due to them in respect of the relevant dividend but not exceeding a value equivalent to the sum of the net cash amount of the dividend together with the associated tax credit (as defined in paragraph (H) below).

(B)     The Directors may in their discretion suspend or terminate or modify in any manner consistent with these Articles or the sanctioning resolution any such plan which is in operation.

(C)     For the purposes of any such plan the Directors may capitalise out of such of the sums standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or any other undistributable reserve) or any of the profits available for distribution under the provisions of the Statutes and which could otherwise have been applied in paying dividends in cash as the Directors may determine, a sum equal to the aggregate nominal amount of any Ordinary Shares to be allotted under any such plan and shall apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution credited as fully paid up to and amongst the holders of Ordinary Shares entitled to the same. The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation and may authorise any person on behalf of all the holders of Ordinary Shares entitled to the same to enter 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.

(D)     No fraction of any share shall be allotted. The Directors may make such provisions as they think fit for any fractional entitlements including provisions whereby, in whole or in part, the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any shareholder and such accruals or retentions are applied to the allotment (by reference to the aggregate net cash amount thereof or value equivalent to the sum of the aggregate net cash amount thereof together with the associated tax credit which it would have attracted if paid as a dividend) by way of bonus to or cash subscription on behalf of such shareholder of fully paid Ordinary Shares.

(E)     The Directors shall notify the holders of Ordinary Shares of the terms and conditions of any such plan and shall make available or provide to them forms of election so that they may exercise the rights granted.

(F)     The power conferred under this Article 141 and by any authority given by the Shareholders shall not be exercised unless the Company shall then have:

Dividend
re-investment plans

141     (A)     The
Directors may with the prior sanction of an ordinary resolution of the Company implement and maintain in accordance with the terms
and conditions of such resolution but otherwise as the Directors may determine from time to time a share dividend or distribution
reinvestment plan or plans for the benefit of the holders of Ordinary Shares of the Company whereby such holders may be given one or
more of the following options namely:

(i)     instead
of taking the net cash amount due to them in respect of any dividend (or any part thereof) declared or payable on all or any Ordinary
Shares held by them either to invest such cash in subscribing for unissued Ordinary Shares in the capital of the Company payable in
full or by instalments or in paying up in full or by instalments any unpaid or partly paid Ordinary Shares held by them on the terms
of any such plan; or

(ii)     instead
of taking the net cash amount due to them in respect of any dividend (or any part thereof) declared or payable on all or any Ordinary
Shares held by them to elect to receive new Ordinary Shares in the capital of the Company credited as fully paid on the terms and
conditions of any such plan; or

(iii)     to
forego their entitlement to any dividend (or any part thereof) declared or payable on all or any Ordinary Shares held by them and to
take instead fully paid bonus Ordinary Shares on the terms and conditions of any such plan; or

(iv)     any
other option in respect of the whole or any part of any dividend on all or any Ordinary Shares held by them as the Directors shall
determine.

Where
in the case of any plan such as those contemplated in sub-paragraphs (ii) and (iii) above, holders of Ordinary Shares are not
entitled to payment of a cash dividend (otherwise than in respect of fractional entitlements), the plan may provide for them to
receive allotments of Ordinary Shares credited as fully paid having a value of more than the net cash amount which would otherwise be
due to them in respect of the relevant dividend but not exceeding a value equivalent to the sum of the net cash amount of the
dividend together with the associated tax credit (as defined in paragraph (H) below).

(B)     The
Directors may in their discretion suspend or terminate or modify in any manner consistent with these Articles or the sanctioning
resolution any such plan which is in operation.

(C)     For
the purposes of any such plan the Directors may capitalise out of such of the sums standing to the credit of any of the Company’s
reserve accounts (including any share premium account, capital redemption reserve or any other undistributable reserve) or any of the
profits available for distribution under the provisions of the Statutes and which could otherwise have been applied in paying
dividends in cash as the Directors may determine, a sum equal to the aggregate nominal amount of any Ordinary Shares to be allotted
under any such plan and shall apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment
and distribution credited as fully paid up to and amongst the holders of Ordinary Shares entitled to the same. The Directors may do
all acts and things considered necessary or expedient to give effect to any such capitalisation and may authorise any person on
behalf of all the holders of Ordinary Shares entitled to the same to enter 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.

(D)     No
fraction of any share shall be allotted. The Directors may make such provisions as they think fit for any fractional entitlements
including provisions whereby, in whole or in part, the benefit thereof accrues to the Company and/or under which fractional
entitlements are accrued and/or retained and in each case accumulated on behalf of any shareholder and such accruals or retentions
are applied to the allotment (by reference to the aggregate net cash amount thereof or value equivalent to the sum of the aggregate
net cash amount thereof together with the associated tax credit which it would have attracted if paid as a dividend) by way of bonus
to or cash subscription on behalf of such shareholder of fully paid Ordinary Shares.

(E)     The
Directors shall notify the holders of Ordinary Shares of the terms and conditions of any such plan and shall make available or
provide to them forms of election so that they may exercise the rights granted.

(F)     The
power conferred under this Article 141 and by any authority given by the Shareholders shall not be exercised unless the Company shall
then have: