There are occasions when BP's investors may wish to draw important matters to the attention of other investors by proposing a resolution to be put to BP's annual general meeting (AGM). The procedure for requisitioning such a resolution is governed by English common law and statute. Investors wishing to requisition a resolution may find the following information helpful. However, they should always seek their own independent legal advice on these matters, as BP cannot provide any legal advice to investors.
The costs of circulating a resolution for the 2019 AGM will be borne by BP so long as a compliant requisition for the resolution is received on or before 21 January 2019.
For resolutions received after this date, BP will require the deposit or tender of a sum sufficient to meet the company's reasonable expenses. The legal deadline for lodging a requisition is 6 weeks before the AGM (which is currently planned for 27 May 2020), or the time at which the notice for the AGM is given, whichever is later.
A resolution is only deemed received when all documentation, necessary to evidence the legal requirements, is received validly by the Company.
The following information includes sample forms and BP requests that requisitionists use these forms to ensure all necessary information to support their requisition is provided correctly.. BP will not accept a requisition as validly submitted unless all the required information has been provided.
Organizing investor support for a requisitioned resolution can be a complex process (particularly in the case of indirect investors and ADS holders). It is recommended that you start the process as early as possible and engage with BP early. BP is under no obligation to accept a requisition which does not comply with legal requirements.
Requisitionists are strongly recommended to obtain independent legal advice on the drafting of their requisition. Please note that BP will not meet the requisitionists' legal or other costs in preparing the requisition.
Points to note:
The requisitioned resolution must be of a nature that may properly be moved at the AGM, and be clear and unambiguous in its effect. It may not be moved if it would be inconsistent with any law, BP's articles of association, it is defamatory of any person or it is frivolous or vexatious.
The requisitioned resolution should direct the BP board to take a course of action. Resolutions intending to express an opinion as to how the BP board should exercise its powers, are not resolutions that may properly be moved at an AGM.
BP's articles of association require that a resolution which directs the BP board, must be moved as a special resolution. The fact that the resolution is a special resolution should be stated on the resolution itself. A special resolution is a resolution which is passed by a majority of not less than 75% of those who vote for the resolution.
The requisition must be in English and in readable form. Electronic or hard copy form will be accepted. For electronic submissions, please contact BP before submission to discuss acceptable format.
The requisition should be signed by each member supporting it, and should specify their name, address, IVC number and in the case of indirect holders, their designation(s) and account number(s) as they appear in the register of members held by the BP Registrar, Link Asset Services. In the case of a corporate member, the requisition must be executed under seal or signed by an attorney or by an officer duly authorized to submit the requisition, with evidence of authorisation provided. Each member should identify the number of shares being committed in support of the requisition. This information should be linked to the signatures supporting the requisition. (For requisitions supported by members see: Sample Form A)
For information on how indirect investors may support a requisition, please see the section "How can indirect investors in BP support a requisition?" For information on how ADS holders may support a requisition, please see the section "How can ADS holders support a requisition?"
A requisition may be submitted as a single document with the appropriate number of signatures attached, or in identical form submitted independently with separate signatures. The requisition will become valid only when a sufficient number of signatures have been received to indicate the required level of support.
A requisition may be accompanied by a statement of not more than 1000 words (including headings, footnotes and references, which should also be signed by the requisitionists.
The resolution and any accompanying statements will be published on behalf of the requisitionists. BP will not publish the names of the requisitionists or requisitioning group unless otherwise instructed. If any requisitionist or requisitioning group wants their name to be published, a specific request should be made. If so instructed, BP will have the sole discretion how to and where to publish such names.
Under English law a requisition must be supported either by:
A member is a person whose name appears on the register of members held by the company’s registrars, Link Asset Services.
For the purposes of the requirements described above, the Companies Act 2006 allows for the inclusion of indirect investors in BP shares (indirect investors), if certain conditions are met. These conditions are set out in more detail in "How can indirect investors in BP shares support a requisition?".
*As the nominal value of an ordinary share is US $0.25 (25¢) it must be converted into £ Sterling. For these purposes, the US$/£ Sterling exchange rate will be the Bank of England 4 p.m. closing exchange rate on the date that the total number of members who have submitted the requisition first exceeds 100. If the required average of £100 in nominal value is not attained on that date all subsequent submissions will be converted on the date of submission until either the required average is attained or the last date for submission is reached.
The Companies Act 2006 allows for indirect investors in BP shares to support a requisition for a members' resolution (as set out in "What support is required to requisition a members' resolution?"). This is subject to certain requirements of the Companies Act 2006 being met.
Where a requisition for a resolution is being supported by indirect investors, the requisition must be signed by all such persons making it and be accompanied by a statement to BP from each indirect investor (the Indirect Investor Supporting Statement; see: Sample Form B) which includes the following:
BP requires that the indirect investor provide such evidence of the above matters as BP may reasonably request.
If the requisition is being supported by a mix of members and indirect investors) then in addition to each indirect investor providing BP with an Indirect Investor Supporting Statement (see: Sample Form B), each member who wants his shares to count towards that mix must also provide BP with a statement (the Member Supporting Statement; see: Sample Form C) specifying that they either hold the BP shares directly for himself or on behalf of person(s) who are not involved in the requisition. The Member Supporting Statement should also specify the amount paid up on the shares held which are being used to support the requisition.
The indirect investor must also observe the formalities set out in "What should the requisition contain and what formalities should be met?".
An ADS Holder wishing to support a requisition for a members' resolution may do so by:
To request further information on any of the above, please send an email to firstname.lastname@example.org. Alternatively, you can contact the Company Secretary's Office whose details are below.
You may obtain copies of:
The BP Depositary
JPMorgan Chase Bank N.A
383 Madison Ave, Floor 11
New York 10179, USA
The Company Secretary's Office
BP p.l.c.1 St James's Square
London, SW1Y 4PD
Tel: +44 (0) 207 496 4000
or e-mail: email@example.com
BP's articles of association provide that the costs of circulating a members' resolution to the Annual General Meeting will be borne by BP so long as a compliant requisition for a members' resolution (including any supporting statement(s) and other required information) are received validly on or before 21 January 2019.
For requisitions received after this date, BP will require that the requisitionists deposit a sum sufficient to meet its reasonable expenses in giving effect to the requisition. The funds to cover such costs must be deposited with BP before a requisition can be actioned. The legal deadline for lodging a compliant requisition for a members' resolution is 6 weeks before the AGM (which is currently planned for 27 May 2020), or the time at which the notice for the AGM is given, whichever is later.
It should be noted that requisitionists will have to meet their own costs (such as legal costs) in putting forward the requisition.You should send your requisition for a members' resolution:
The Company Secretary's Office
1 St James's Square
London, SW1Y 4PD
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