BP PLC — AGM Information 2008

Mar 3, 2008

News Details

Ad-hoc | 3 March 2008 18:35

BP p.l.c.: Doc re. Notice of AGM

BP p.l.c. / Miscellaneous

Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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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: +44 (0)20 7066 1000

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: +44 (0)20 7496 4000

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.

1. 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.

1. 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.

1. 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.

2. 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.

1. 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.

1. 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.

1. 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.

1. 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.
03.03.2008 Financial News transmitted by DGAP

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Language: English
Issuer: BP p.l.c.
1 St James's Square
SW1Y 4PD London
Großbritannien
Phone: +44 (0) 207-496-4000
Fax: +44 (0) 207-496-4570
E-mail: ir@bp.com
Internet: www.bp.com
ISIN: GB0007980591
WKN: 850517
Listed: Freiverkehr in Berlin, Stuttgart, München, Hamburg,
Düsseldorf; Open Market in Frankfurt; Foreign Exchange(s) SWX

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