BP Annual Report and Form 20-F 2011 - Company Reporting

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Additional information for shareholdersUK stamp duty and stamp duty reserve taxThe statements below relate to what is understood to be the currentpractice of HM Revenue & Customs in the UK under existing law.Provided that any instrument of transfer is not executed in the UKand remains at all times outside the UK and the transfer does not relateto any matter or thing done or to be done in the UK, no UK stamp duty ispayable on the acquisition or transfer of ADSs. Neither will an agreementto transfer ADSs in the form of ADRs give rise to a liability to stamp dutyreserve tax.Purchases of ordinary shares, as opposed to ADSs, through theCREST system of paperless share transfers will be subject to stamp dutyreserve tax at 0.5%. The charge will arise as soon as there is an agreementfor the transfer of the shares (or, in the case of a conditional agreement,when the condition is fulfilled). The stamp duty reserve tax will apply toagreements to transfer ordinary shares even if the agreement is madeoutside the UK between two non-residents. Purchases of ordinary sharesoutside the CREST system are subject either to stamp duty at a rate of £5per £1,000 (or part, unless the stamp duty is less than £5, when no stampduty is charged), or stamp duty reserve tax at 0.5%. Stamp duty and stampduty reserve tax are generally the liability of the purchaser.A subsequent transfer of ordinary shares to the Depositary’snominee will give rise to further stamp duty at the rate of £1.50 per £100(or part) or stamp duty reserve tax at the rate of 1.5% of the value of theordinary shares at the time of the transfer. An ADR holder electing toreceive ADSs instead of a cash dividend will be responsible for the stampduty reserve tax due on issue of shares to the Depositary’s nomineeand calculated at the rate of 1.5% on the issue price of the shares. It isunderstood that HM Revenue & Customs practice is to calculate the issueprice by reference to the total cash receipt to which a US holder wouldhave been entitled had the election to receive ADSs instead of a cashdividend not been made. ADR holders electing to receive ADSs instead ofthe cash dividend authorize the Depositary to sell sufficient shares to coverthis liability.Documents on displayBP Annual Report and Form 20-F 2011 is also available online atbp.com/annualreport. Shareholders may obtain a hard copy of BP’scomplete audited financial statements, free of charge, by contacting BPDistribution Services at +44 (0)870 241 3269 or through an email requestaddressed to bpdistributionservices@bp.com (UK and Rest of World)or from Precision IR at + 1 888 301 2505 or through an email requestaddressed to bpreports@precisionir.com (US and Canada).The company is subject to the information requirements of the USSecurities Exchange Act of 1934 applicable to foreign private issuers. Inaccordance with these requirements, the company files its Annual Reporton Form 20-F and other related documents with the SEC. It is possible toread and copy documents that have been filed with the SEC at the SEC’spublic reference room located at 100 F Street NE, Washington, DC 20549,US. You may also call the SEC at +1 800-SEC-0330. In addition, BP’s SECfilings are available to the public at the SEC’s website. BP discloses on itswebsite at bp.com/ NYSEcorporategovernancerules, and in this report(see Corporate governance practices (Form 20-F Item 16G) on page 134)significant ways (if any) in which its corporate governance practices differfrom those mandated for US companies under NYSE listing standards.Purchases of equity securities by the issuer and affiliated purchasersAt the AGM on 14 April 2011, authorization was given to repurchase up to 1.9 billion ordinary shares in the period to the next AGM in 2012 or 14 July2012, the latest date by which an AGM must be held. This authorization is renewed annually at the AGM. No repurchases of shares were made in theperiod 1 January 2011 to 17 February 2012.The following table provides details of ordinary share purchases made by Employee Share Ownership Plan Trusts (ESOPs) and other purchases ofordinary shares and ADSs made to satisfy the requirements of certain employee share-based payment plans.Total numberof sharespurchasedAveragepaid per share$2011January 12,692,114 8.01February 1,660,496 7.77March 65 7.53April 1,159,235 7.69May 50,550 7.43June 253,500 7.01July 35,224 7.35August 903,513 6.57September 1,202,286 6.07October 1,682,852 6.18November 513,392 7.26December 42,034,522 7.092012JanuaryNilFebruary (to 17 February) 792 7.90Total numberof sharespurchased aspart of publicityannouncedprogrammesMaximumnumber ofshares thatmay yetbe purchasedunder theprogramme aa No shares were repurchased pursuant to a publicly announced plan. Transactions represent the purchase of ordinary shares by ESOPs and other purchases of ordinary shares and ADSs made to satisfyrequirements of certain employee share-based payment plans.170 BP Annual Report and Form 20-F 2011
Additional information for shareholdersFees and charges payable by a holder of ADSsThe Depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose ofwithdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from theamounts distributed or by selling a portion of the distributable property to pay the fees.The charges of the Depositary payable by investors are as follows:Type of service Depositary actions FeeDepositing or substituting theunderlying sharesSelling or exercising rightsWithdrawing anunderlying shareExpenses of the DepositaryIssuance of ADSs against the deposit of shares, includingdeposits and issuances in respect of:• Share distributions, stock splits, rights, merger.• Exchange of securities or other transactions or eventor other distribution affecting the ADSs or depositedsecurities.Distribution or sale of securities, the fee being in an amountequal to the fee for the execution and delivery of ADSs thatwould have been charged as a result of the deposit of suchsecurities.Acceptance of ADSs surrendered for withdrawal of depositedsecurities.Expenses incurred on behalf of holders in connection with:• Stock transfer or other taxes and governmental charges.• Cable, telex, electronic and facsimile transmission/delivery.• Transfer or registration fees, if applicable, for theregistration of transfers of underlying shares.• Expenses of the Depositary in connection with theconversion of foreign currency into US dollars (which arepaid out of such foreign currency).$5.00 per 100 ADSs (or portion thereof)evidenced by the new ADSs delivered.$5.00 per 100 ADSs (or portion thereof).$5.00 for each 100 ADSs (or portionthereof) evidenced by the ADSssurrendered.Expenses payable at the sole discretionof the Depositary by billing holders or bydeducting charges from one or more cashdividends or other cash distributions.Fees and payments made by theDepositary to the issuerThe Depositary has agreed to reimburse certain company expensesrelated to the company’s ADS programme and incurred by the companyin connection with the programme. The Depositary reimbursed to thecompany, or paid amounts on the company’s behalf to third parties,or waived its fees and expenses, of $3,330,826 for the year ended31 December 2011.The table below sets out the types of expenses that the Depositaryhas agreed to reimburse and the fees it has agreed to waive for standardcosts associated with the administration of the ADS programme relating tothe year ended 31 December 2011. The Depositary has also paid certainexpenses directly to third parties on behalf of the company.Category of expense reimbursed,waived or paid directly to third partiesAmount reimbursed, waived or paiddirectly to third parties forthe year ended 31 December 2011NYSE listing fees reimbursed $500,000Service fees and out of pocket expenseswaived a $1,940,127Broker fees reimbursed b $798,177Other third-party mailing costs reimbursed c $76,736Legal advice reimbursed d $2,918Other third-party expenses paid directly $12,868Total $3,330,826Under certain circumstances, including removal of the Depositary ortermination of the ADR programme by the company, the company isrequired to repay the Depositary amounts reimbursed and/or expensespaid to or on behalf of the company during the 12-month period prior tonotice of removal or termination.Related-party transactionsTransactions between the group and its significant jointly controlled entitiesand associates are summarized in Financial statements – Note 24 on page215 and Note 25 on page 216. In the ordinary course of its business, thegroup enters into transactions with various organizations with which certainof its directors or executive officers are associated. Except as describedin this report, the group did not have material transactions or transactionsof an unusual nature with, and did not make loans to, related parties in theperiod commencing 1 January 2011 to 28 February 2012.Additional information for shareholdersa Includes fees in relation to transfer agent costs and costs of the BP Scrip Dividend Programmeoperated by JPMorgan Chase Bank, N.A.b Broker reimbursements are fees payable to Broadridge for the distribution of hard copy material toADR beneficial holders in the Depositary Trust Company. Corporate materials include informationrelated to shareholders’ meetings and related voting instructions. These fees are SEC approved.c Payment of fees to Precision IR for proxy solicitation and investor support.d Reimbursement for legal advice from Ziegler, Ziegler & Associates.BP Annual Report and Form 20-F 2011 171
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Cover imagePhotograph of DeepseaSta
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Cross reference to Form 20-FPageIte
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Miscellaneous termsIn this document
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6 BP Annual Report and Form 20-F 20
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Chairman’s letterCarl-Henric Svan
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During the year, the remuneration c
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Business review: Group overviewBP A
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SafetyDuring the year, we reorganiz
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In Refining and Marketing, our worl
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Crude oil and gas prices,and refini
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In detailFor more information, seeR
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Our market: Longer-term outlookThe
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BP’s distinctive capabilities and
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Technology will continue to play a
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In detailFor more information,see C
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In detailFind out more online.bp.co
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BP Annual Report and Form 20-F 2011
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Below BP has asignificant presencei
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What you can measure6 Active portfo
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Business review: Group overview2012
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Our risk management systemOur enhan
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Our current strategic priorities ar
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Our performance2011 was a year of f
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Left BP employeesat work in Prudhoe
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We continued to sell non-core asset
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Reported recordableinjury frequency
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Business reviewBP in more depth56 F
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Business reviewThe primary addition
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Business reviewRisk factorsWe urge
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Business review2010. Similar action
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Business reviewBusiness continuity
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Business reviewpart of a larger por
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Directors andsenior management114 D
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Directors and senior managementH L
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Supplementary information on oil an
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SignaturesThe registrant hereby cer
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Parent company financial statements
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BP Annual Report and Form 20-F 2011 - Company Reporting

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