Items of Special Business and Retirement of Directors
BP p.l.c. 2010 Annual General Meeting
The following items of special business were passed at the BP p.l.c. Annual General Meeting held on 15 April 2010:
Resolution 18 - Articles of Association
To adopt as the new Articles of Association of the company the draft Articles of Association set out in the document produced to the meeting and, for the purposes of identification, signed by the chairman, so the new Articles of Association apply in substitution for and to the exclusion of the company's existing Articles of Association.
Resolution 19 - Share buyback
To authorize the company generally and unconditionally to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of ordinary shares with nominal value of $0.25 each in the company, provided that:
(a) the company does not purchase under this authority more than 1.9 billion ordinary shares;
(b) the company does not pay less than $0.25 for each share; and
(c) the company does not pay more for each share than 5% over the average of the middle market price of the ordinary shares for the five business days immediately preceding the date on which the company agrees to buy the shares concerned, based on share prices and currency exchange rates published in the Daily Official List of the London Stock Exchange.
In executing this authority, the company may purchase shares using any currency, including pounds sterling, US dollars, and euros.
This authority shall continue for the period ending on the date of the annual general meeting in 2011 or 15 July 2011, whichever is the earlier, provided that, if the company has agreed before this date to purchase ordinary shares where these purchases will or may be executed after the authority terminates (either wholly or in part), the company may complete such purchases.
Resolution 20 - Directors' authority to allot shares (Section 551)
To renew, for the period ending on the date of the annual general meeting in 2011 or 15 July 2011, whichever is the earlier, the authority and power conferred on the directors by the company's articles of association to allot relevant securities up to an aggregate nominal amount equal to the Section 551 amount (or, if resolution 18 is not passed, equal to the Section 80 amount) of $3,143 million.
Resolution 21 - Directors' authority to allot shares (Section 561)
To renew, for the period ending on the date of the annual general meeting in 2011 or 15 July 2011, whichever is the earlier, the authority and power conferred on the directors by the company's Articles of Association to allot equity securities wholly for cash (a) in connection with a rights issue; (b) otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 amount (or, if resolution 18 is not passed, equal to the Section 89 amount) of $236 million.
Resolution 22 - Notice of general meetings
To authorize the calling of general meetings of the company (not being an annual general meeting) by notice of at least 14 clear days.
Resolution 23 - Renewal of the Executive Directors' Incentive Plan
To approve the renewal of the BP Executive Directors' Incentive Plan (the 'Plan'), a copy of which is produced to the meeting initialled by the chairman for the purpose of identification, for a further five years, and to authorize the directors to do all acts and things that they may consider necessary or expedient to carry the Plan into effect.
Resolution 24 - Scrip Dividend Programme
Subject to the passing of resolution 18, to authorize the directors in accordance with Article 142 of the new Articles of Association to offer the holders of ordinary shares of the company, to the extent and in the manner determined by the directors, the right to elect (in whole or part), to receive new ordinary shares (credited as fully paid) instead of cash, in respect of any dividend as may be declared by the directors from time to time provided that the authority conferred by this resolution shall expire prior to the conclusion of the annual general meeting to be held in 2015.
Retirement of Directors
The Board of BP p.l.c. announces that Sir Ian Prosser and Mr Erroll B. Davis, Jr. retired as non-executive directors of the company with effect from the conclusion of the Annual General Meeting held on 15 April 2010.