Notice of Meeting

Dear fellow shareholder,

I am pleased to invite you to the 2023 AGM of BP p.l.c. (bp or the company) to be held at 1pm British Summer Time (BST) on Thursday, 27 April 2023.

Welcoming you to the meeting 

The AGM is an important event in the company’s calendar. Since 2020, we have taken steps to modify the AGM, digitizing the format and creating an opportunity to hear from more of our shareholders, wherever they may be in the world on the day. Building on the success of last year’s hybrid meeting, I look forward to welcoming our shareholders whether they join us online or, for those who wish to travel to the venue, in person at the meeting.

Business of the meeting

The resolutions to be proposed at the AGM are set out in this Notice together with explanatory notes in each case. There are two resolutions in particular that I would like to draw to your attention: resolution 25, submitted by a shareholder group and resolution 3 which relates to our remuneration policy.

Resolution 25

As in 2022, a shareholder group co-ordinated by Follow This has proposed a resolution (resolution 25), which can be found on page 7, with a supporting statement on page 28.

The board does not support this resolution. We do not consider it to be in the best interests of the company and its shareholders because it is unclear, it encroaches on the board’s accountability to set the company’s strategy, and it is simplistic and disruptive. Our full statement on this resolution is set out on page 29 of this Notice.

As was the case in response to resolutions proposed by Follow This in 2019, 2021 and again in 2022, the board recommends that you vote against this resolution. We are grateful to shareholders for their support in voting with the board’s recommendation and rejecting such resolutions in prior years.

Net zero ambition

In 2022, we were pleased with the support we received from shareholders for our net zero ambition report, with 88.5% of votes cast in favour. Your support has further increased the confidence we have that the strategy bp set out in 2020 is working – as we pursue our aims to achieve net zero greenhouse gas emissions by 2050, or sooner, across operations, production and sales. We believe our 2022 full year results demonstrate that we are performing while transforming. Indeed, as bp set out on 7 February 2023, we plan to invest more in bp’s transition growth engines and more into today’s oil and gas system. And we are delivering for shareholders through an increase in our resilient dividend and delivery of a material share buyback programme.

We provide comprehensive details of the progress we are making in our annual report, our sustainability report and our net zero ambition progress update, all of which are available online bp.com/reportingcentre. We said last year that we recognize shareholder and other stakeholder expectations will evolve, so we will continue to engage and to monitor developments. We will also consider whether to offer a further shareholder vote on our net zero ambition in the future, if we believe it is appropriate to do so.

Resolution 3 (remuneration policy)

At the meeting, we are seeking approval for the renewal of the directors’ remuneration policy. Led by Paula Reynolds, the chair of bp’s remuneration committee, a range of shareholders have been engaged in order to understand their priorities. The new policy builds on the previous version and has been developed taking account of the valuable feedback we have received, mindful of our responsibility to make sure that we are rewarding our employees appropriately for the work that they have undertaken and the superior performance they have delivered. Details are set out in the bp Annual Report and Form 20-F 2022.

The board believes that resolutions 1 to 24 are in the best interests of the company and its shareholders and recommends that you vote in favour of each of them, as I and the other members of the board intend to do in respect of our own shareholdings. However, as explained above, we recommend that you vote against resolution 25.

Voting and asking questions

Full details of how to submit your votes and questions and to attend the meeting online and in person are contained within this Notice.

Whether or not you are able to join us on the day, I encourage you to participate in the meeting. We value your input, so have provided a range of ways  in which you can join, ask questions and submit  your votes.

We encourage you to use the opportunity to share your questions in advance of the meeting. Submitting your questions in advance allows more time for relevant information to be gathered.

For those of you who are participants in a bp employee share plan, you may find it helpful to refer to information provided through our internal communication channels on how to vote, in addition to the guidance contained within this Notice.

To further improve shareholder accessibility to the AGM, our company secretary, Ben Mathews, has recorded a short video explaining the resolutions and how to take part (see video below).

Voting results

The voting results will be announced through a regulatory information service and will be published on our website at bp.com/agm as soon as practicable following the AGM.

On behalf of your board, I would like to thank you for your continued support and look forward to welcoming you to our AGM.

Helge Lund

Chair

10 March 2023

Archive

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