Additional information for shareholdersEmployee share plansThe following table shows employee share options granted.Options thous<strong>and</strong>s<strong>20</strong>11 a <strong>20</strong>10 <strong>20</strong>09Employee share options grantedduring the year b 152,473 10,4<strong>20</strong> 9,680a142,550,350 options were granted pursuant to the <strong>BP</strong> Plan <strong>20</strong>11, adopted on 7 September <strong>20</strong>11.For more information on the <strong>BP</strong> Plan <strong>20</strong>11, see Financial statements – Note 40 on page 246.b For the options outst<strong>and</strong>ing at 31 December <strong>20</strong>11, the exercise price ranges <strong>and</strong> weighted averageremaining contractual lives are shown in Financial statements – Note 40 on page 246.<strong>BP</strong> offers most of its employees the opportunity to acquire a shareholdingin the company through savings-related <strong>and</strong>/or matching share planarrangements. <strong>BP</strong> also uses performance plans <strong>and</strong> option plans (seeFinancial statements – Note 40 on page 246) as elements of remunerationfor executive directors <strong>and</strong> senior employees.Shares acquired through the company’s employee share plansrank pari passu with shares in issue <strong>and</strong> have no special rights, saveas described below. For legal <strong>and</strong> practical reasons, the rules of theseplans set out the consequences of a change of control of the company,<strong>and</strong> generally provide for options <strong>and</strong> conditional awards to vest on anaccelerated basis.Matching <strong>and</strong> saving plans<strong>BP</strong> ShareMatch plansThese matching share plans give employees the opportunity to buyordinary shares in <strong>BP</strong> p.l.c. <strong>and</strong> receive free matching shares in <strong>BP</strong> p.l.c.,up to a predetermined limit. The plans are run in the UK <strong>and</strong> in more than50 other countries. The UK plan is an approved HMRC plan <strong>and</strong> runs ona monthly basis. Under the UK plan, shares must be held in trust for atleast three years to receive beneficial tax treatment. In other countries,the plan is run on an annual basis with shares being held in trust for threeyears. The plan is operated on a cash basis in those countries where thereare regulatory restrictions preventing the holding of <strong>BP</strong> shares. When theemployee leaves <strong>BP</strong> all shares must be removed from trust <strong>and</strong> unitsunder the plan operated on a cash basis must be encashed.Once shares have been awarded to an employee under the plan,the employee may instruct the trustee how to vote their shares.<strong>BP</strong> ShareSave PlanThis is an approved HMRC plan which is open to all eligible UK employees.Participants can contribute up to a maximum of £250 per month fromtheir net salary to a savings account over a three- or five-year contractualsavings period. At the end of the savings period, they are entitled topurchase shares in <strong>BP</strong> p.l.c. at a preset price determined on the date whenthe invitations are sent to eligible employees. This price is usually set at adiscount to the market price of a share of up to <strong>20</strong>%. The option must beexercised within six months of maturity of the savings contract, otherwiseit lapses. The plan is run in the UK <strong>and</strong> options are granted annually, usuallyin June. Participants leaving for a qualifying reason before the savingscontract matured will have up to six months in which to use their savingsto exercise their options on a pro-rated basis.Local plansIn some countries, <strong>BP</strong> provides local scheme benefits, the rules <strong>and</strong>qualifications for which vary according to local circumstances. Certain USemployees may participate in a defined contribution (401k) plan in which<strong>BP</strong> matches employee contributions up to certain limits. Participants mayinvest in several investment options including a <strong>BP</strong> Stock Fund that holds<strong>BP</strong> ADSs <strong>and</strong> a small percentage of cash. At 31 December <strong>20</strong>11 the <strong>BP</strong>Stock Fund held 39,026,928 <strong>BP</strong> ADSs with a market value of $1,682 million(<strong>20</strong>10: 38,382,657 <strong>BP</strong> ADSs <strong>and</strong> $1,715 million). Participants in the fund asof the record date may direct the trustee how to vote their portion of the<strong>BP</strong> Stock Fund.Cash-settled share-based paymentsGrants are settled in cash where participants are located in a countrywhose regulatory environment prohibits the holding of <strong>BP</strong> shares.Employee Share Ownership Plan Trusts (ESOPs)ESOPs have been established to hold <strong>BP</strong> shares to satisfy any releasesmade to participants under the Executive Directors’ Incentive Plan, theLong-Term Performance Plan <strong>and</strong> the Share Option Plan. The ESOPshave waived their rights to dividends on shares held for future awards <strong>and</strong>are funded by the group. Pending vesting, the ESOPs have independenttrustees that have the discretion in relation to the voting of such shares.Until such time as the company’s own shares held by the ESOPs vestunconditionally in employees, the amount paid for those shares isdeducted in arriving at shareholders’ equity (see Financial statements –Note 39 on page 242). Assets <strong>and</strong> liabilities of the ESOPs are recognizedas assets <strong>and</strong> liabilities of the group.At 31 December <strong>20</strong>11, the ESOPs held 27,784,503 shares(<strong>20</strong>10 11,477,253 shares <strong>and</strong> <strong>20</strong>09 18,062,246 shares) for potentialfuture awards, which had a market value of $197 million (<strong>20</strong>10 $82 million<strong>and</strong> <strong>20</strong>09 $174 million).Pursuant to the various <strong>BP</strong> group share option schemes, thefollowing options for ordinary shares of the company were outst<strong>and</strong>ing at17 February <strong>20</strong>12:Expiry datesExercise priceOptions outst<strong>and</strong>ing (shares)of optionsper share334,424,461 <strong>20</strong>12-<strong>20</strong>21 $5.66-11.92More details on share options appear in Financial statements – Note 40 onpage 246.Major shareholdersThe disclosure of certain major <strong>and</strong> significant shareholdings in theshare capital of the company is governed by the Companies Act <strong>20</strong>06, theUK Financial Services Authority’s Disclosure <strong>and</strong> Transparency Rules (DTR)<strong>and</strong> the US Securities Exchange Act of 1934.Register of members holding <strong>BP</strong> ordinary shares as at31 December <strong>20</strong>11Number of ordinaryshareholdersPercentage of totalordinary shareholdersPercentage of totalordinary share capitalexcluding sharesheld in treasuryRange of holdings1-<strong>20</strong>0 59,824 19.65 0.02<strong>20</strong>1-1,000 112,279 36.87 0.311,001-10,000 119,628 39.28 1.8810,001-100,000 11,107 3.65 1.17100,001-1,000,000 923 0.30 1.81Over 1,000,000 a 755 0.25 94.81Totals 304,516 100.00 100.00aIncludes JPMorgan Chase Bank, N.A. holding 26.50% of the total ordinary issued share capital(excluding shares held in treasury) as the approved depositary for ADSs, a breakdown of which isshown in the table below.Register of holders of American depositary shares (ADSs) as at31 December <strong>20</strong>11 aNumber ofADS holdersPercentage of totalADS holdersPercentage of totalADSsRange of holdings1-<strong>20</strong>0 62,<strong>20</strong>6 56.35 0.42<strong>20</strong>1-1,000 30,364 27.50 1.731,001-10,000 16,856 15.27 5.3410,001-100,000 966 0.87 1.96100,001-1,000,000 9 0.01 0.15Over 1,000,000 b 1 0.00 90.40Totals 110,402 100.00 100.00aOne ADS represents six 25 cent ordinary shares.bOne holder of ADSs represents 792,991 underlying shareholders.As at 31 December <strong>20</strong>11, there were also 1,591 preference shareholders.Preference shareholders represented 0.44% <strong>and</strong> ordinary shareholdersrepresented 99.56% of the total issued nominal share capital of thecompany (excluding shares held in treasury) as at that date.158 <strong>BP</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Form</strong> <strong>20</strong>-F <strong>20</strong>11
Additional information for shareholdersIn accordance with DTR 5, we have received notification that as at31 December <strong>20</strong>11 BlackRock, Inc. held 5.69% <strong>and</strong> Legal & GeneralGroup Plc held 3.90% of the voting rights of the issued share capital of thecompany. As at 17 February <strong>20</strong>12 BlackRock, Inc. held 5.37% <strong>and</strong> Legal& General Group Plc held 3.99% of the voting rights of the issued sharecapital of the company.Under the US Securities Exchange Act of 1934 we have receivednotification of the following interests as at 17 February <strong>20</strong>12:HolderHolding ofordinary sharesPercentageof ordinaryshare capitalexcludingshares heldin treasuryJPMorgan Chase Bank, depositary forADSs, through its nominee GuarantyNominees Limited 5,031,905,448 26.51BlackRock, Inc. 1,019,731,492 5.37Legal & General Group plc 758,363,148 4.00The company’s major shareholders do not have different voting rights.On 17 May <strong>20</strong>11, <strong>BP</strong> announced that the Rosneft Share SwapAgreement, originally announced on 14 January <strong>20</strong>11, had terminated. Forfurther information see Legal proceedings on page 166.The company has also been notified of the following interests inpreference shares as at 17 February <strong>20</strong>12:HolderHolding of 8%cumulative firstpreference sharesPercentage ofclassThe National Farmers Union MutualInsurance Society 945,000 13.07M & G Investment Management Ltd. 528,150 7.30Duncan Lawrie Ltd. 426,876 5.90Smith & Williamson InvestmentManagement Ltd. 407,250 5.63Barclays Wealth 370,931 5.13HolderHolding of 9%cumulative secondpreference sharesPercentage ofclassThe National Farmers Union MutualInsurance Society 987,000 18.03M & G Investment Management Ltd. 644,450 11.77Royal London Asset Management Ltd. 438,000 8.00Smith & Williamson InvestmentManagement Ltd. 405,500 7.41Ruffer LLP 294,000 5.37Lazard Asset Management Limited disposed of its interests in 374,0008% cumulative first preference shares <strong>and</strong> 404,500 9% cumulative secondpreference shares during <strong>20</strong>11.Gartmore Investment Management Limited disposed of its interestin 394,538 8% cumulative first preference shares <strong>and</strong> 500,000 9%cumulative second preference shares during <strong>20</strong>10.As at 17 February <strong>20</strong>12, the total preference shares in issuecomprised only 0.44% of the company’s total issued nominal share capital(excluding shares held in treasury), the rest being ordinary shares.Called-up share capitalDetails of the allotted, called-up <strong>and</strong> fully-paid share capital at 31 December<strong>20</strong>11 are set out in Financial statements – Note 38 on page 241.At the AGM on 14 April <strong>20</strong>11, authorization was given to thedirectors to allot shares up to an aggregate nominal amount equal to$3,133 million. Authority was also given to the directors to allot shares forcash <strong>and</strong> to dispose of treasury shares, other than by way of rights issue,up to a maximum of $235 million, without having to offer such sharesto existing shareholders. These authorities are given for the period untilthe next AGM in <strong>20</strong>12 or 14 July <strong>20</strong>12, whichever is the earlier. Theseauthorities are renewed annually at the AGM.DividendsWhen dividends are paid on its ordinary shares, <strong>BP</strong>’s policy is to payinterim dividends on a quarterly basis.<strong>BP</strong> policy is also to announce dividends for ordinary shares in USdollars <strong>and</strong> state an equivalent sterling dividend. Dividends on <strong>BP</strong> ordinaryshares will be paid in sterling <strong>and</strong> on <strong>BP</strong> ADSs in US dollars. The rate ofexchange used to determine the sterling amount equivalent is the averageof the market exchange rates in London over the four business days priorto the sterling equivalent announcement date. The directors may chooseto declare dividends in any currency provided that a sterling equivalentis announced, but it is not the company’s intention to change its currentpolicy of announcing dividends on ordinary shares in US dollars.Information regarding dividends announced <strong>and</strong> paid by thecompany on ordinary shares <strong>and</strong> preference shares is provided in Financialstatements – Note 19 on page 212.A Scrip Dividend Programme (Programme) was introduced in<strong>20</strong>11 which enables <strong>BP</strong> ordinary shareholders <strong>and</strong> ADS holders to elect toreceive new fully paid ordinary shares in <strong>BP</strong> (or ADSs in the case of ADSholders) instead of cash. The operation of the Programme is always subjectto the directors’ decision to make the scrip offer available in respect ofany particular dividend. Should the directors decide not to offer the scrip inrespect of any particular dividend, cash will automatically be paid instead.Future dividends will be dependent on future earnings, the financialcondition of the group, the Risk factors set out on pages 59-63 <strong>and</strong> othermatters that may affect the business of the group set out in Our strategyon pages 37-41 <strong>and</strong> in Liquidity <strong>and</strong> capital resources on page 103.The following table shows dividends announced <strong>and</strong> paid by thecompany per ADS for each of the past five years.Dividends per ADS March June September December Total<strong>20</strong>07 UK pence 31.5 30.9 31.7 31.8 125.9US cents 61.95 61.95 64.95 64.95 253.8Canadiancents 73.3 69.5 67.8 63.6 274.2<strong>20</strong>08 UK pence 40.9 41.0 42.2 52.2 176.3US cents 81.15 81.15 84.0 84.0 330.3Canadiancents a 80.8 82.5 85.8 108.6 357.7<strong>20</strong>09 UK pence 58.91 57.50 51.02 51.07 218.5US cents 84 84 84 84 336<strong>20</strong>10 UK pence 52.07 – – – 52.07US cents 84 – – – 84<strong>20</strong>11 UK pence 26.02 25.68 25.90 26.82 104.42US cents 42 42 42 42 168Additional information for shareholdersa <strong>BP</strong> shares were de-listed from the Toronto Stock Exchange on 15 August <strong>20</strong>08 <strong>and</strong> the lastdividend payment in Canadian dollars was made on 8 December <strong>20</strong>08.<strong>BP</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Form</strong> <strong>20</strong>-F <strong>20</strong>11 159
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Miscellaneous termsIn this document
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