BP (BP)

Dividend Rights; Other Rights to Share in Company Profits; Capital Calls

        If recommended by the directors of BP, BP shareholders may, by resolution, declare dividends but no such dividend may be declared in excess of the amount recommended by the directors. The directors may also pay interim dividends without obtaining shareholder approval. No dividend may be paid other than out of profits available for distribution, as determined under UK GAAP and the UK Companies Act. Dividends on ordinary shares are payable only after payment of dividends on BP preference shares. Any dividend unclaimed after a period of twelve years from the date of declaration of such dividend shall be forfeited and reverts to BP.

        The directors have the power to declare and pay dividends in any currency provided that a sterling equivalent is announced. It is not the Company's intention to change its current policy of paying dividends in US dollars.

        Apart from shareholders' rights to share in BP's profits by dividend (if any is declared), the Articles of Association provide that the directors may set aside:

—

a special reserve fund out of the balance of profits each year to make up any deficit of cumulative dividend on the BP preference shares; and



—

a general reserve out of the balance of profits each year, which shall be applicable for any purpose to which the profits of the Company may properly be applied. This may include capitalization of such sum, pursuant to an ordinary shareholders' resolution, and distribution to shareholders as if it were distributed by way of a dividend on the ordinary shares or in paying up in full unissued ordinary shares for allotment and distribution as bonus shares.

        Any such sums so deposited may be distributed in accordance with the manner of distribution of dividends as described above.

        Holders of shares are not subject to calls on capital by the Company, provided that the amounts required to be paid on issue have been paid off. All shares are fully paid.

Dividend Rights; Other Rights to Share in Company Profits; Capital Calls

        If recommended by the directors of BP, BP shareholders may, by resolution, declare dividends but no such dividend may be declared in excess of the amount recommended by the directors. The directors may also pay interim dividends without obtaining shareholder approval. No dividend may be paid other than out of profits available for distribution, as determined under UK GAAP and the UK Companies Act. Dividends on ordinary shares are payable only after payment of dividends on BP preference shares. Any dividend unclaimed after a period of twelve years from the date of declaration of such dividend shall be forfeited and reverts to BP.

        The directors have the power to declare and pay dividends in any currency provided that a sterling equivalent is announced. It is not the Company's intention to change its current policy of paying dividends in US dollars.

        Apart from shareholders' rights to share in BP's profits by dividend (if any is declared), the Articles of Association provide that the directors may set aside:

—

a special reserve fund out of the balance of profits each year to make up any deficit of cumulative dividend on the BP preference shares; and



—

a general reserve out of the balance of profits each year, which shall be applicable for any purpose to which the profits of the Company may properly be applied. This may include capitalization of such sum, pursuant to an ordinary shareholders' resolution, and distribution to shareholders as if it were distributed by way of a dividend on the ordinary shares or in paying up in full unissued ordinary shares for allotment and distribution as bonus shares.

        Any such sums so deposited may be distributed in accordance with the manner of distribution of dividends as described above.

        Holders of shares are not subject to calls on capital by the Company, provided that the amounts required to be paid on issue have been paid off. All shares are fully paid.