Doc re. Notice of AGM

BP PLC
03 March 2008



Documents for the BP p.l.c. 2008 Annual General Meeting



Annual Report and Accounts 2007
Annual Review 2007
Notice of 2008 Annual General Meeting
Proxy form
Shareholder information card
Notification of availability card
New Articles of Association (being proposed at the 2008 Annual General Meeting)



Copies of the above documents have been submitted to the UK Listing Authority
and will shortly be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:



Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: [phone]



Copies of these documents may also be obtained from:



The Company Secretary's Office
BP p.l.c.
1 St James's Square
London
SW1Y 4PD
Tel: [phone]



From 4 March, these documents (save for the Proxy form and Notification of
availability card) may also be viewed on:



www.bp.com



A summary of the principal changes being introduced by the New Articles of
Association to be proposed at the upcoming Annual General Meeting, are set out
below.



It is expected that the total of the votes cast by shareholders for or against
or withheld on each resolution will be published on www.bp.com on Monday 21
April 2008.




Extract from the Notes to the Resolution to amend the Articles of Association
contained in the BP Notice of Annual General Meeting 2008.





At its upcoming Annual General Meeting, the company will be proposing the
adoption of new articles of association (the 'New Articles'). These are intended
to replace the company's current Articles of Association (the 'Current
Articles'). The main reason for the New Articles is to take account of changes
in UK company law brought about by the Companies Act 2006 (the 'Act').  The
principal changes being proposed in the New Articles are summarized below.



1. Approach to the amendments

Those provisions in the Current Articles that may conflict with the Act are to
be amended within the parameters permitted by the Act. The New Articles depart
from the provisions of the Act where the company thinks it appropriate and the
Act so permits. The opportunity has also been taken to endeavour to bring
clearer language into the New Articles.

The Act is, in many instances, more prescriptive than the previous legislation
giving less discretion to companies to adopt their own policies and procedures
in some areas.  The Current Articles have been drafted to take advantage of this
flexibility.  As a consequence in certain cases the New Articles now simply
refer to the Act requirements to determine certain issues, e.g. length of notice
to convene meetings.



2. Shares

The provisions in the Current Articles relating to authorities under Sections 80
and 89 Companies Act 1985 (to allot shares and to issue shares irrespective of
pre-emption rights) will be modified under the New Articles to remove redundant
provisions, so that in each case the amount of the authority in question shall
be as stated in the relevant resolution passed at a general meeting of the
company.



3. Convening extraordinary and annual general meetings

Certain of the provisions in the Current Articles dealing with the convening of
general meetings and the length of notice required to convene general meetings
are being removed in the New Articles as these matters are now subject to
express provisions in the Act.

     The provisions in the Current Articles dealing with who is entitled to
receive notice of general meetings are being amended to conform to the new
provisions in the Act. In addition, the provisions in the Current Articles
dealing with the security of meetings are being amended to make plain the
current position that attendance at a general meeting is subject to any actions
the company may be required to take to maintain the security, safety and good
order of the meeting.




4. Proxies and corporate representatives

     The provisions in the Current Articles permitting the appointment of
proxies by means of electronic communications are also being clarified in
relation to the appointment of a proxy by means of a CREST uncertificated proxy
instruction (for shares that are uncertificated shares).  This has led to a
number of detailed changes and the introduction of a number of new definitions.



5. Directors' interests in contracts

The Current Articles provide that a director can be a party to, or interested
in, a transaction or arrangement with the company or in which the company is
interested provided that the director has declared the nature and extent of the
director's interest. The New Articles contain a new provision that will be
effective from 1 October 2008, which continues to allow directors' interests in
contracts that are disclosed but which has been amended slightly to bring it
into line with the Act.



6. Directors' conflicts of interests

The Act sets out directors' general duties, which largely codify the existing
law but  include some important changes. Under the Act, from 1 October 2008, a
director must avoid a situation where a director has, or can have, a direct or
indirect interest that conflicts, or possibly may conflict, with the company's
interests. The requirement is very broad and could apply, for example, if a
director becomes a director of another company or a trustee of another
organization.

     The Act allows directors of public companies to authorize conflicts and
potential conflicts, where appropriate, if a company's articles of association
contain a provision to this effect. The Act also allows articles of association
to contain other provisions for the authorization of directors' conflicts of
interest so as to avoid directors finding themselves in breach of a duty.

     The New Articles give the directors authority to approve such situations
and include other provisions to allow conflicts of interest to be dealt with in
a similar way to the current position.

     There are safeguards that will apply when directors decide whether to
authorize a conflict or potential conflict. First, only directors who have no
interest in the matter being considered will be able to take the relevant
decision, and secondly, in taking the decision, the directors must act in a way
they consider, in good faith, will be most likely to promote the company's
success. The directors will be able to impose limits or conditions when giving
authorization if they think this is appropriate.

     It is also proposed that the New Articles should contain provisions
relating to confidential information, attendance at board meetings and
availability of board papers to protect a director from being in breach of duty
if a conflict or potential conflict of interest arises. These provisions will
only apply where the situation giving rise to the potential conflict has
previously been authorized by the directors. It is the board's intention to
report annually on the company's compliance with its procedures for ensuring
that the board's powers to authorize conflicts have operated effectively.



7. Age of directors on appointment

The Current Articles provide that a person may be ineligible for appointment as
a director or their continuation in office may be inappropriate, on account of
the director's age. This provision has been removed as it could now contravene
the Employment Equality (Age) Regulations 2006.



8. Co-Chairman

The Current Articles contain a provision for the appointment by the directors of
one of their number as Co-Chairman. As this provision is no longer required, it
has been removed from the New Articles.



9. Service of notices and documents

Various provisions of the Act that came into force in January 2007 enabled
companies to communicate with members by electronic and/or website
communications if the company had the necessary authorization. A resolution was
passed at last year's annual general meeting to permit the company to take
advantage of these new provisions. The New Articles now contain amendments to
reflect this which will supercede the resolution.

     The Act provides that, in the absence of a provision in the company's
articles to the contrary, then the agreement or consent of all the joint holders
of the company's shares is required for the delivery of a notice, documents or
information to be made in a particular manner. The New Articles will provide
that the agreement of the first named joint holder in the register of members
shall be sufficient.








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