The BP Scrip
Dividend Program
Summary of terms for ADS holders
bp.com/scrip
What’s inside?
3
The BP Scrip Dividend
Program
4
Participation and eligibility
5
Managing your ADS holding
11
Taxation
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How to contact us
This document is important and
requires your attention
If you have any doubts about what actions you
need to take, you should consult your stock broker,
accountant or other appropriate legal or professional
advisor. If you have sold or transferred all of your
ADSs, you should consult the stockbrokers or other
agent through whom the sale or transfer was
effected for advice on the action you should take.
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The BP Scrip
Dividend Program
As part of our services to BP ADS holders, we
are pleased to present the BP Scrip Dividend
Program (the ‘Program’) – a simple way of using
your dividends to build up your shareholding
in BP.
This document sets out the Summary of the Terms and
Conditions of the Program. Participation in the Program is
subject to the Deposit Agreement between BP and
JPMorgan Chase Bank, N.A. as ADS Depositary (the
‘Depositary’) and in accordance with the Full Terms and
Conditions of the Program to the extent applicable to ADS
holders. The Full Terms and Conditions, the Summary of
Terms for ordinary shareholders and this Summary of Terms
for ADS holders may be found at bp.com/scrip. The
information provided in this summary document should not
be regarded as a recommendation to participate in the
Program.
Participation in the Program is entirely voluntary. If you wish
to receive dividends in cash, you do not need to take any
further action. If you do decide to participate in the Program,
you may cancel your participation at any time upon giving the
requisite notice in writing. If you are in any doubt about the
suitability of participating in the Program, you should contact
an authorized financial advisor.
What is the BP Scrip Dividend Program?
The Program enables BP’s ordinary shareholders and ADS
holders to elect to receive payment of BP dividends in new,
fully-paid ordinary shares or ADSs as the case may be,
instead of cash. This entitles you to build up your holding in
BP without going to the market to buy new ordinary shares
or ADSs. The operation of the Program is always subject to
the BP board of directors’ decision to make the scrip offer
available in respect of any particular dividend. Should the
board of directors decide not to offer the scrip in respect
of any particular dividend, cash will automatically be paid
instead.
At any time the directors of the company, at their discretion
and without notice to shareholders individually, may modify,
suspend, terminate or cancel the Program. The directors of
the company may make amendments to the Full Terms and
Conditions or these Summary Terms and Conditions from
time to time in accordance with the company's Articles of
Association.
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The BP Scrip Dividend Program
Participation and eligibility
Who can join?
ADS holders
The Program is open to ADS holders through JPMorgan
Chase Bank, N.A., as Depositary. The right to elect to join
the Program is not transferable. This summary sets out how
ADS holders can participate in the Program.
Any queries regarding the Program should be directed to the
Depositary, JPMorgan Chase Bank, N.A. via the following
details:
BP Shareholder Services
JPMorgan Chase Bank, N.A.
P.O. Box 64504
St. Paul, MN 55164-0504
Toll free in US and Canada
1-877-638-5672
From outside the US and Canada
1-651-306-4383
Hearing impaired
1-651-453-2133
Ordinary shareholders
The Program is open to all ordinary shareholders, subject to
certain restrictions for overseas shareholders, on terms and
conditions of participation, which differ from those described
in this summary. Details of how the Program will work for
ordinary shareholders are provided in the separate Summary
of Terms for ordinary shareholders which can be found on
our website at bp.com/scrip. Any enquiries about the
participation of ordinary shareholders in the Program should
be directed to Capita Asset Services, the BP Registrar, at
+44 (0)20 3170 3678.
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The BP Scrip Dividend Program
Participation and eligibility
How do I join?
Details of all election choices available to shareholders will be
provided online at bp.com/scrip.
To join the Program, please complete the relevant box on
the enclosed Form of Scrip Election or Revocation and
return it to the Depositary in the enclosed envelope.
What is the deadline for joining (or leaving) the Program
for a particular dividend?
In order to participate in the Program, your Form of Scrip
Election or Revocation must be received by the Depositary
before 5.00p.m. Eastern Time on the relevant election
date to be announced by BP, which will not be more than
20 business days before the relevant dividend payment
date. An election to participate in the Program that is
received by the Depositary after the relevant election date
for a particular dividend will be applied to subsequent
dividend payments.
The ex-dividend date, reference share price and election
date in respect of any scrip dividends will be announced
and made available on the BP website at bp.com/
dividends. All further information in respect of scrip
dividends will be announced at bp.com/scrip.
Once I join the Program, will I have to elect again for
the next dividend?
Not under the terms of the Program. If you hold your ADSs
directly through the Depositary, unless and until it is revoked
by notice from you to the Depositary in writing your election
will apply for all future dividends in which a scrip dividend is
offered. However, if you hold ADSs through a bank, broker or
other intermediary you should confirm the procedure for
participation in the Program through that intermediary.
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The BP Scrip Dividend Program
Managing your ADS holding
If I elect to receive ADSs instead of a cash dividend,
will the cash value of my ADSs be the same as the cash
dividend that I would have received?
The number of ADSs that you receive will reflect a
deduction for the fee of US$0.05 per ADS payable to the
Depositary under the terms of the Deposit Agreement
on the issuance of new ADSs. The value of the ADSs that
you receive instead of cash may increase or decrease
depending on the change in market value of the ADSs
between the date the reference share price is
announced, which is when the number of ADSs you will
receive is determined, and the date you receive your
ADSs. In addition, cash dividends attract a dividend fee
(currently US$0.02 per annum, per ADS) which is not
applicable to the ADSs received under the Scrip Dividend
Program.
How many new ADSs will I receive?
Your entitlement to new ADSs will be based on the
amount of cash dividend to which you are entitled less
the deduction for the Depositary fee described below.
The example set out on page 7 shows how the
number of new ADSs will be calculated, including how
the Depositary fee will be deducted.
What will you do with any fractions?
Fractional ADSs will be issued in respect of your scrip
dividend election and will be reflected as part of the total
book-entry ADS entitlement that will be credited to you in
the Direct Registration System maintained by the
Depositary. That fractional interest will be combined with
any other fractional interests that you acquire in connection
with future scrip dividend elections, and you will remain
entitled to such fractional interests if you cancel your scrip
dividend election for future dividends or where BP modifies,
suspends or terminates the Program. Fractional interests will
be taken into account for purposes of calculating your future
dividend and voting entitlements. However, if you hold your
ADSs through a bank, broker, common depositary (e.g. DTC)
or other intermediary, there may be different procedures
relating to fractional interests.
What happens if I sell or acquire ADSs after I join the
Program?
If you have sold some of your ADSs before an ADS record
date for a dividend, the Program will apply to the shares
underlying the remainder of your ADSs. If you have bought
or otherwise acquired any additional ADSs and they are
registered with the Depositary prior to the ADS record date
for any dividend to which you are entitled, the shares
underlying your additional ADSs will be covered by your
existing election choice. If you have bought or otherwise
acquired any additional ADSs and they are registered with
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The BP Scrip Dividend Program
Managing your ADS holding
Example of ADS entitlement under scrip
alternative
The number of ADSs payable to ADS holders will
depend on the amount of the dividend payable and
on the reference share price, as described below.
Number of ADSs owned: 200
Dollar dividend to be paid per ADS: $0.60
Step 1: Cash entitlement
The amount of cash dividend owed is calculated
by multiplying the number of ADSs owned by the
dividend per ADS. (Please note: a dividend fee will
be payable by holders receiving a cash dividend,
therefore the cash entitlement in this example
does not reflect the final cash dividend available
for those not participating in the scrip alternative.)
(200 x $0.60) = $120.00 total cash entitlement
Step 2: Reference ordinary share price
To determine how many ordinary shares should be
issued to reflect the cash entitlement we need to
determine the ‘reference share price’ for BP shares.
This is an indicative price that represents the current
market value of BP’s shares. We use the average of
the closing mid price (converted into US$) for BP’s
ordinary shares on the London Stock Exchange Daily
Official List for the five trading days commencing on
the ex-dividend date for ordinary shareholders.
Assuming average closing prices over five days
converted into US$ on the day: ($7.525 + $7.450+ $7.602
+ $7.551 + $7.532) ÷ 5 = $7.532 per ordinary share
Step 3: Reference ADS price
We then convert the ordinary share price into an
ADS price by multiplying by six (there are six ordinary
shares underlying each ADS) and adjusting for the
Depositary fee ($0.05 per ADS).
($7.532 x 6) + 0.05 = $45.242
Step 4: ADS entitlement
The number of ADSs to be issued is calculated by
dividing the cash entitlement (from step 1) by the
reference ADS price (from step 3).
$120.00 ÷ $45.242 = 2.652 ADSs
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The BP Scrip Dividend Program
Managing your ADS holding
the Depositary after the ADS record date for any dividend to
which you are entitled, the shares underlying your additional
ADSs will not be eligible for the next dividend but will be
eligible for future dividends. The shares underlying your
additional ADSs will be covered by your existing Scrip
Dividend Election.
If you are unclear as to whether you are entitled to the
dividend on those ADSs, you are advised to contact the
Depositary or the broker or agent through whom the
purchase was made.
Are my new ADSs included in the next scrip dividend?
Yes. All new ADSs issued in connection with scrip dividends
will automatically increase your ADS holding on which the
next entitlement to a scrip dividend will be calculated.
When will I receive confirmation of my new ADSs?
The Depositary will distribute new ADSs in book-entry form
to those electing to receive a scrip dividend. Statements
reflecting the new ADSs will be delivered to registered ADS
holders within one week of receipt of the underlying shares
by the Depositary. Trading in new ADSs is expected to
begin on the dividend payment date.
Can I elect to receive ordinary shares instead of ADSs?
If you hold ADSs, then you may only elect to receive ADSs,
not ordinary shares.
Does the Program apply to ADSs held in joint names?
Yes, but all joint ADS holders will need to sign the Form of
Scrip Election or Revocation.
What happens if I have more than one account?
If your ADSs are registered in more than one account, you
will need to complete a separate Form of Scrip Election or
Revocation for each account.
Can I participate in the Program in respect of part of my
account?
No, your Form of Scrip Election or Revocation to the
Depositary will only be accepted in relation to the whole of
your ADS account.
How can I cancel my election?
You may cancel your election to participate in the Program at
any time. However, written notice of cancellation must be
given to the Depositary by the election date to be
announced by BP, that will not be more than 20 business
days before the relevant dividend payment date, for it to be
effective for that dividend. Notice must be received by the
Depositary before 5.00p.m. Eastern Time on that election
date for paper and online instructions. If more than one form
of instruction is received on the same day, then the
instruction received last, in accordance with the stated
times, will be the one that is accepted.
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The BP Scrip Dividend Program
Managing your ADS holding
Any notice of cancellation must be sent to the Depositary
using one of the following options:
By mail:
JPMorgan Chase Bank, N.A.
Voluntary Corporate Actions Department
P.O. Box 64854
St. Paul, MN 55164-0854
By overnight courier or hand delivery:
JPMorgan Chase Bank, N.A.
1110 Centre Pointe Curve Suite 101,
Mendota Heights,
MN 55120-4100
Your election will be deemed to be cancelled if you sell or
otherwise transfer your ADSs to another person but only
with effect from the registration of the relevant transfer.
Can BP change or cancel the Program?
Yes, the operation of the Program is always subject to the
BP board of directors’ decision to make an offer of new
shares in respect of any particular dividend. The board of
directors may also, after such an offer is made, revoke
the offer generally at any time prior to the issue of new
ADSs under the Program. The Program may be modified,
suspended or terminated at any time at the discretion of the
board of directors without notice to shareholders individually.
In the case of any modification, existing elections (unless
otherwise specified by the board of directors) will be
deemed to remain valid under the modified arrangements
unless and until the Depositary receives a cancellation from
you in writing. In the case of termination of the Program,
existing elections will be deemed to have been cancelled as
at the date of such termination. If the BP board of directors
revokes an offer (or otherwise suspends or terminates the
Program), ADS holders will receive their dividends in cash on
or as soon as possible after the dividend payment date. Any
announcement of any cancellation or modification of the
terms of the Program will be made on BP’s website at
bp.com/scrip.
What do I do if I have any questions about the Program
or need help?
Please contact the Depositary, JPMorgan Chase Bank, N.A.
toll-free in the US and Canada at 1-877-638-5672, or at
1-651-306-4383 from outside the US and Canada.
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The BP Scrip Dividend Program
Taxation
What are the tax consequences of receiving ADSs
instead of a cash dividend?
The tax consequences of electing to receive new ADSs
instead of a cash dividend will depend on your individual
circumstances. If you are not sure how you will be affected
from a tax perspective, you should consult your accountant
or other professional tax adviser before taking any action.
The following summary is not exhaustive and is BP’s
understanding of certain tax consequences as of 23 January
2014.
A US person who beneficially owns ADSs (as determined
for US federal income tax purposes) and who elects to
receive additional ADSs instead of cash will be treated as
receiving a distribution and therefore subject to US federal
income tax consequences similar to those of a US person
who receives a cash dividend, but the amounts of the
distributions will be different for US federal income tax
purposes. Such a US ADS holder will be treated as
receiving a distribution in an amount equal to the fair
market value of the shares underlying the ADSs received,
determined as of the date of their distribution (without any
deduction for the issuance fee that will be withheld by the
Depositary). For US federal income tax purposes, such a
US ADS holder will have a basis in its additional ADSs
equal to the fair market value described above and a
holding period for such ADSs that begins on the day
following the date of the distribution. An election to
receive new ADSs instead of a cash dividend will be
accepted only for accounts of ADS holders who have
certified their taxpayer status in the manner described
below. Any election forms received from ADS holders who
have not certified their taxpayer status will be disregarded
and a cash dividend payment will be made. HM Revenue &
Customs no longer impose 1.5% UK stamp duty reserve
tax on the creation of new ADSs and therefore no such tax
is imposed on new ADSs issued under the Program.
US residents
You must provide a Social Security or Tax Identification
Number on a substitute Form W-9 to certify that you are
not subject to backup withholding in order for an election
to receive new ADSs instead of a cash dividend to be valid.
Failure to do so will result in your receiving the default cash
payment and subject you to the applicable federal income
tax withholding from any cash payment made to you. A
substitute Form W-9 can be obtained by calling JPMorgan
Chase Bank, N.A. as Depositary at 1-877-638-5672 or by
accessing your account online at www.adr.com/bp.
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The BP Scrip Dividend Program
Taxation
Non-US residents
Non-resident aliens (shareholders whose citizenship is in a
country other than the United States) must have certified
their foreign status by completing a W-8BEN form in order
for an election to receive new ADSs instead of a cash
dividend to be valid. Failure to do so will result in your
receiving the default cash payment and may subject you
to the applicable federal income tax withholding from any
cash payment made to you. A substitute W-8BEN form
can be obtained by calling JPMorgan Chase Bank, N.A. as
Depositary at 1-651-306-4383 or by accessing your account
on-line at www.adr.com/bp.
How to contact us
BP Shareholder Services
JPMorgan Chase Bank, N.A.
P.O. Box 64504
St. Paul, MN 55164-0504
Toll free in US and Canada
1-877-638-5672
From outside the US and Canada
1-651-306-4383
Hearing impaired
1-651-453-2133
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