BP Annual Report and Form 20-F 2010

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Additional information for shareholders Fees and charges payable by a holder of ADSs The Depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts 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 serviceDepositary actions Fee Depositing or substituting the underlying shares Issuance of ADSs against the deposit of shares, including deposits and issuances in respect of: • Share distributions, stock splits, rights, merger • Exchange of securities or other transactions or event or other distribution affecting the ADSs or deposited securities Selling or exercising rights Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs that would have been charged as a result of the deposit of such securities Withdrawing an underlying share Acceptance of ADSs surrendered for withdrawal of deposited securities Expenses of the Depositary 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 the registration of transfers of underlying shares • Expenses of the Depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency) Fees and payments made by the Depositary to the issuer The Depositary has agreed to reimburse certain company expenses related to the company’s ADS programme and incurred by the company in connection with the programme. The Depositary reimbursed to the company, or paid amounts on the company’s behalf to third parties, or waived its fees and expenses, of $4,647,254 for the year ended 31 December 2010. The table below sets forth the types of expenses that the Depositary has agreed to reimburse, and the invoices relating to the year ended 31 December 2010 that were reimbursed: Category of expense reimbursed Amount reimbursed for the year to the company ended 31 December 2010 NYSE listing fees $500,000 Total $500,000 138 BP Annual Report and Form 20-F 2010 $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 portion thereof) evidenced by the ADSs surrendered Expenses payable at the sole discretion of the Depositary by billing holders or by deducting charges from one or more cash dividends or other cash distributions The Depositary has also agreed to waive fees for standard costs associated with the administration of the ADS programme and has paid certain expenses directly to third parties on behalf of the company. The table below sets forth those expenses that the Depositary waived or paid directly to third parties relating to the year ended 31 December 2010: Category of expense waived or paid Amount reimbursed for the year directly to third parties ended 31 December 2010 Service fees and out of pocket expenses waiveda $2,802,482 Broker reimbursementsb $1,150,475 Other third-party mailing costsc $136,542 Legal adviced $26,391 Other third-party expenses paid directly $31,364 Total $4,147,254 a Includes fees in relation to transfer agent costs and costs of the of BP Direct Access Plan operated by JPMorgan Chase. b Broker reimbursements are fees payable to Broadridge for the distribution of hard copy material to ADR beneficial holders in the Depositary Trust Company. Corporate materials include information related to shareholders’ meetings and related voting instructions. These fees are SEC approved. c Payment of fees to Precision IR and CIBC Mellon for distribution of hard copy materials to ADR beneficial holders, proxy solicitation and investor support. d Reimbursement for legal advice from Ziegler, Ziegler & Associates. Under certain circumstances, including removal of the Depositary or termination of the ADR programme by the company, the company is required to repay the Depositary amounts reimbursed and/or expenses paid to or on behalf of the company during the 12-month period prior to notice of removal or termination.
Called-up share capital Details of the allotted, called-up and fully-paid share capital at 31 December 2010 are set out in Financial statements – Note 39 on page 209. At the AGM on 15 April 2010, authorization was given to the directors to allot shares up to an aggregate nominal amount equal to $3,143 million. Authority was also given to the directors to allot shares for cash and to dispose of treasury shares, other than by way of rights issue, up to a maximum of $236 million, without having to offer such shares to existing shareholders. These authorities are given for the period until the next AGM in 2011 or 15 July 2011, whichever is the earlier. These authorities are renewed annually at the AGM. Administration If you have any queries about the administration of shareholdings, such as change of address, change of ownership, dividend payments, the scrip dividend programme or to change the way you receive your company documents (such as the BP Annual Report and Form 20-F, BP Summary Review and Notice of BP Annual General Meeting) please contact the BP Registrar or ADS Depositary. UK – Registrar’s Office The BP Registrar, Equiniti Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA Freephone in UK 0800 701107; tel +44 (0)121 415 7005 Textphone 0871 384 2255; fax +44 (0)871 384 2100 Please note that any numbers quoted with the prefix 0871 will be charged at 8p per minute from a BT landline. Other network providers’ costs may vary. US – ADS Depositary JPMorgan Chase Bank, N.A. PO Box 64504, St Paul, MN 55164-0504 Toll-free in US and Canada +1 877 638 5672; tel +1 651 306 4383 For the hearing impaired +1 651 453 2133 Annual general meeting Additional information for shareholders The 2011 AGM will be held on Thursday, 14 April 2011 at 11.30 a.m. at ExCeL London, One Western Gateway, Royal Victoria Dock, London E16 1XL. A separate notice convening the meeting is distributed to shareholders, which includes an explanation of the items of business to be considered at the meeting. All resolutions of which notice has been given will be decided on a poll. Ernst & Young LLP have expressed their willingness to continue in office as auditors and a resolution for their reappointment is included in Notice of BP Annual General Meeting 2011. By order of the board David J Jackson Secretary 2 March 2011 BP p.l.c. Registered in England and Wales No. 102498 BP Annual Report and Form 20-F 2010 139 Additional information for shareholders
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