BP (BP)

Refusal to register transfers of shares

46     (A)     The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share which is not fully paid and shall (for so long as there is in issue any Designated Share) decline to register the transfer of any Ordinary Share unless there is produced to the Directors such evidence as they may in their discretion require to ensure that on the same occasion there is being transferred to the same person one Designated Share for every Ordinary Share included in such transfer. For so long as there is in issue any Designated Share, every transfer of one or more Ordinary Shares shall, except so far as otherwise stated on the instrument of transfer, constitute a transfer of the same number of Designated Shares provided that, where any such shares are admitted to the Official List of the London Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. The Directors may also refuse to register a transfer of shares (whether fully paid or not) in favour of more than four persons jointly.

(B)     If the Directors refuse to register a transfer, they shall send to the transferee notice of such refusal within ten days of the refusal, or, if earlier, within two months after the date on which (in the case of certificated shares) the transfer was lodged with the Company or (in the case of uncertificated shares) the Operator-instruction was received (within the meaning of the Uncertificated Securities Regulations 2001).

Refusal
to register transfers of shares

46     (A)     The
Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share which is not
fully paid and shall (for so long as there is in issue any Designated Share) decline to register the transfer of any Ordinary Share
unless there is produced to the Directors such evidence as they may in their discretion require to ensure that on the same occasion
there is being transferred to the same person one Designated Share for every Ordinary Share included in such transfer. For so long as
there is in issue any Designated Share, every transfer of one or more Ordinary Shares shall, except so far as otherwise stated on the
instrument of transfer, constitute a transfer of the same number of Designated Shares provided that, where any such shares are
admitted to the Official List of the London Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings
in the shares of that class from taking place on an open and proper basis. The Directors may also refuse to register a transfer of
shares (whether fully paid or not) in favour of more than four persons jointly.

(B)     If
the Directors refuse to register a transfer, they shall send to the transferee notice of such refusal within ten days of the refusal,
or, if earlier, within two months after the date on which (in the case of certificated shares) the transfer was lodged with the
Company or (in the case of uncertificated shares) the Operator-instruction was received (within the meaning of the Uncertificated
Securities Regulations 2001).