BP : p.l.c. Notice of Annual General Meeting 2024

This is an important document and requires your immediate attention

Notice of bp Annual General Meeting 2024

The BP p.l.c. Annual General Meeting will be held at

bp International Centre for Business and Technology (bp ICBT), Chertsey Road, Sunbury-on-Thames TW16 7LN, England, United Kingdom.

Commencing at: 11am BST on Thursday 25 April 2024.

If you are in any doubt about the action you should take, you should consult an independent financial advisor. If you have recently sold or transferred your shares in BP p.l.c. you should forward this document to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The registered office of BP p.l.c. is:

1 St James's Square, London SW1Y 4PD, UK. Tel: [phone]

Registered in England and Wales No. 102498

Read more online: bp.com/agm

Useful information

	Letter from the chair	01
	Notice of meeting	02
	Notes to the resolutions	05
	Voting	09
	Questions	10
	Attending the AGM	11
	Shareholder FAQs	12
	Other information	16
	Appendix 1: Biographies	17
	Appendix 2: Scrip Dividend Programme	19
	Contact details	back cover

Find out more

Our corporate website, bp.com, is one of the principal means we use to communicate with our shareholders. There is a wealth of information online including:

The bp Annual Report and Form 20-F 2023, which includes our Strategic report

All the latest news, press releases and investor presentations

Our approach to corporate governance at bp

Location and format of the Annual General Meeting

The BP p.l.c. Annual General Meeting (AGM or meeting) will be held in person only at bp International Centre for Business and Technology, commencing at 11am BST on Thursday 25 April 2024.

Safety notice

At bp, safety comes first and is foundational to everything we do. On arrival, attendees will be asked to pass through our security systems before entering the meeting. As in previous years, all bags will be subject to a security search. The appropriate forum for engagement at the meeting will be the Q&A session. Electronic devices must not be used for recording or filming and any directions provided on the day concerning the use of such devices must be adhered to. We do not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting and further proportionate measures may be implemented on the day in this regard. Anyone who does not comply may be removed from the meeting.

Key shareholder dates and times

Before the meeting

	Ordinary and preference	American depositary
	shareholders	share (ADS) holders
mybpshares, eVote and proxydocs.com/bp open for votes and questions	8 March	8 March
to be submitted
CREST and Proxymity open for votes to be submitted	8 March	N/A
For those ordinary/preference shareholders not attending, deadline for	5pm BST, 18 April	N/A
questions to be pre-submitted via mybpshares
For those ADS holders not attending, deadline for questions to be	N/A	12pm ET, 18 April
pre-submitted via proxydocs.com/bp
Deadline for votes to be submitted via mybpshares and eVote	11am BST, 23 April	N/A
Deadline for votes to be submitted via proxydocs.com/bp	N/A	11.59pm ET, 22 April
Deadline for votes to be submitted via CREST or Proxymity	11am BST, 23 April	N/A
Deadline for proxy forms/instructions to be submitted	11am BST, 23 April	8am ET, 23 April

The day of the meeting

	Ordinary and preference	American depositary
	shareholders	share (ADS) holders
Registration opens	9am BST, 25 April	9am BST, 25 April
Chair opens the AGM	11am BST, 25 April	11am BST, 25 April

Letter from the chair

Dear fellow shareh olders,

I am pleased to invite you to the 2024 AGM of BP p.l.c. (bp or the company) to be held at 11am British Summer Time (BST) on Thursday

25 April 2024.

Welcoming you to the AGM

The AGM is an important event and this year I look forward to welcoming you to our flagship international centre for business and technology in Sunbury. The centre has played a key role in bp's history, with about 3,500 people supporting bp's business activities globally, across more than 55 international teams.

I cannot think of a more appropriate place this year for us to hear from you, our owners, and for you to join us so we can update you on the progress bp has been making. It also enables us to engage with you directly, while focusing on the security and safety of all those attending and providing for all legitimate interests to

be represented, without fear of distraction or disruption.

If 2023 was positive in many respects, it was challenging too. bp had a strong operational and financial performance despite the ongoing complexity of the energy transition, economic uncertainty and the global conflicts that have touched so many lives. In addition to this all, at bp we had the challenge of a change in CEO. I thank you for your support through this period.

In 2023, it also became clearer than ever that the world needs a better, more balanced energy system. One that is secure, affordable and lower carbon. Our strategic direction remains the same: to go from an international oil company to an integrated energy company. However, it is a strategy that must be flexible, requiring pragmatism in adapting to changes in the external environment. It is designed to help build a better energy system while also creating value for shareholders. With your support, we will continue on this journey through 2024.

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. The board believes that all resolutions are in the best interests of the company and its shareholders. The board is unanimous in recommending that you vote in favour of each of them, as we intend to do

At the AGM, we will reflect on 2023 and look ahead to the future. Details of our performance and our strategy are set out in our Annual Report and Form 20-F2023 which can be accessed here:bp.com/annualreport.

I will be joined by our CEO, Murray Auchincloss, who was appointed to this role earlier this year, together with our new chief financial officer, Kate Thomson. We will also say farewell to Paula Reynolds and John Sawers, who are not seeking re-election at the AGM and will therefore step down from the board at the end of the AGM, after completing their nine-year tenures.

Paula has been a valued member of the board, including roles as chair of the remuneration committee (Remco chair) and senior independent director (SID). I am pleased that Amanda Blanc will take on the role of SID and, for an interim period, Tushar Morzaria the role of Remco chair, both with effect from the conclusion of the 2024 AGM. John's considerable work since 2015 includes supporting our safety & sustainability committee and our people & governance committee - and he is highly regarded for the wisdom he has brought as chair of our geopolitical advisory council. I am grateful to each of them for their commitment to bp and for their dedicated service to the board.

Voting and asking questions

We value your input and look forward to your questions. Full details of how to raise them and submit your votes are set out in this Notice. And even if you cannot join us on the day, I encourage you all to participate by voting your shares.

If you are a participant in a bp employee share plan, you can also refer to information provided through bp's internal communications channels on how to submit your vote.

The voting results will be announced through a regulatory information service and will be published on our website at bp.com/agmas 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.

Board nationality

1.

2.

3.

		2024	2023
		AGM	AGM
	1. UK	3	3
	2. US	3	4
	3. Non-UK/USa	5	6

a Norway, India, Canada, Germany

Non-executive directors' tenure

1.

2.

			2024	2023
			AGM	AGM
	1. 1-3 years	6	6
	2.	4-6 years	3	3
	3.	7-9 years	0	2

Board gender diversity

Female

2024 AGM	6
2023 AGM	6

Male

2024 AGM	5
2023 AGM	7

ourselves, as fellow shareholders.

Helge Lund
Chair	Notice of bp Annual General Meeting 2024	1
8 March 2024

Notice of meeting

Notice of meeting and resolutions to be proposed

Notice is hereby given that the 115th Annual General Meeting of BP p.l.c. (bp or the company) will be held at bp ICBT, Chertsey Road, Sunbury-on-Thames TW16 7LN, England, United Kingdom commencing at 11am BST on Thursday 25 April 2024, for transaction of the following business.

The board considers ALL resolutions to be in the best interests of the company and its shareholders as a whole and recommends that you vote FOR these resolutions.

Ordinary resolutions

Resolution 1

Annual Report and Accounts

To receive the Annual Report and Accounts for the year ended 31 December 2023.

See notes on page 5

Resolution 2

Directors' remuneration report

To approve the directors' remuneration report contained on pages 105-132 of the bp Annual Report and Form 20-F for the year ended 31 December 2023.

See notes on page 5

Resolution 9

To re-elect Pamela Daley

See biography in Appendix 1 and notes on page 5

Resolution 10

To re-elect Hina Nagarajan

See biography in Appendix 1 and notes on page 5

Resolution 11

To re-elect Satish Pai

See biography in Appendix 1 and notes on page 5

Resolution 3

To re-elect Helge Lund

See biography in Appendix 1 and notes on page 5

Resolution 4

To re-elect Murray Auchincloss

See biography in Appendix 1 and notes on page 5

Resolution 5

To elect Kate Thomson

See biography in Appendix 1 and notes on page 5

Resolution 6

To re-elect Melody Meyer

See biography in Appendix 1 and notes on page 5

Resolution 7

To re-elect Tushar Morzaria

See biography in Appendix 1 and notes on page 5

Resolution 8

To re-elect Dame Amanda Blanc

See biography in Appendix 1 and notes on page 5

Resolution 12

To re-elect Karen Richardson

See biography in Appendix 1 and notes on page 5

Resolution 13

To re-elect Dr Johannes Teyssen

See biography in Appendix 1 and notes on page 5

Resolution 14

Reappointment of auditor

To reappoint Deloitte LLP as auditor from the conclusion of the meeting until the conclusion of the next annual general meeting before which accounts are laid.

See notes on page 5 and 6

Resolution 15

Remuneration of auditor

To authorize the audit committee to fix the auditor's remuneration.

See notes on page 6

2 Notice of bp Annual General Meeting 2024

Resolution 16

Political donations and political expenditure

To authorize, for the purposes of Part 14 of the Companies Act 2006, the company and all companies which are, at any time during the period for which this resolution has effect, subsidiaries of the company:

1. to make political donations to political parties or independent electoral candidates, not exceeding £100,000 in total;
2. to make political donations to political organizations other than political parties, not exceeding £100,000 in total; and
3. to incur political expenditure, not exceeding £100,000 in total.

In each case, as such terms are defined in Part 14 of the Companies Act 2006. This authority shall continue for the period ending on the date of the annual general meeting to be held in 2025.

See notes on page 6

Resolution 17

Renewal of the Scrip Dividend Programme

To authorize the directors, in accordance with article 120 of the company's articles of association, to offer the holders of ordinary shares of the company, to the extent and in the manner determined by the directors, the right to elect (in whole or part) to receive new ordinary shares (credited as fully paid) instead of cash and to allot new ordinary shares pursuant to such offer, in respect of any dividend as may be declared by the directors from time to time.

This authority shall continue for the period ending on the date of the annual general meeting to be held in 2027, except that the directors shall be entitled to make an offer pursuant to this authority which would or might require ordinary shares to be allotted after such time and the company may allot such ordinary shares as if this authority had not expired.

See notes on page 6

Resolution 18

Directors' authority to allot shares (section 551)

To authorize the directors, in accordance with section 551 of the Companies Act 2006, to exercise all the powers of the company to allot shares in the company and to grant rights to subscribe for, or to convert any security into, shares in the company:

1. up to an aggregate nominal amount of $1,418,294,395; and
2. up to a further aggregate nominal amount of $1,418,294,395 provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date and to other holders of equity securities entitled to participate therein, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts, or any other matter.

This authority shall continue for the period ending on the date of

the annual general meeting in 2025 or 25 July 2025, whichever is the earlier, provided that the directors shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the company may allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired.

See notes on pages 6 and 7

Special resolutions

Resolution 19

Authority for disapplication of pre-emption rights (section 561)

If resolution 18 is passed, to authorize the directors, pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by resolution 18 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record date as the directors may determine, and to other persons entitled to participate therein, where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts, or any other matter; and
2. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph a. of this resolution 19) to any person or persons up to an aggregate nominal amount of $212,744,159.

This authority shall continue for the same period as the authority conferred by resolution 18, provided that the company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if this authority had not expired.

See notes on page 7

Notice of bp Annual General Meeting 2024

3

Notice of meeting continued

Resolution 20

Additional authority for disapplication of pre-emption rights (section 561)

If resolution 18 is passed, and in addition to the power conferred by resolution 19, to authorize the directors pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by resolution 18 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall:

1. be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of $212,744,159; and
2. only be used for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on disapplying pre-emption rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This authority shall continue for the same period as the authority conferred by resolution 18, provided that the company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if this authority had not expired.

See notes on page 7

Resolution 21

Share buyback

To authorize the company generally and unconditionally to make market purchases (as defined in section 693(4) of the Companies Act 2006) of ordinary shares with a nominal value of $0.25 each in the company, provided that:

1. the company does not purchase under this authority more than 1,701,953,274 ordinary shares;
2. the company does not pay less than $0.25 for each ordinary share; and
3. the company does not pay more for each ordinary share than the higher of:
4. 1. 5% over the average of the middle-market price of the ordinary shares for the five business days immediately preceding the date on which the company agrees to buy the shares concerned, based on share prices and currency exchange rates published in the Daily
      Official List of the London Stock Exchange; and
   2. the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the market purchases made under this authority will be carried out.

In exercising this authority, the company may purchase shares using any currency, including pounds sterling, US dollars and euros.

This authority shall continue for the period ending on the date of the annual general meeting in 2025 or 25 July 2025, whichever is the earlier, provided that, if the company has agreed before this date to purchase ordinary shares where these purchases will or may be executed after the authority terminates (either wholly or in part), the company may complete such purchases.

See notes on page 8

Resolution 22

Notice of general meetings

To authorize the calling of general meetings of the company (not being an annual general meeting) by notice of at least 14 clear days.

See notes on page 8

By order of the board

Ben J. S. Mathews Company secretary 8 March 2024

Notes: Resolutions 1 to 18 inclusive will be proposed as ordinary resolutions. For each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution.

Resolutions 19 to 22 inclusive will be proposed as special resolutions. For each of those resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution.

4 Notice of bp Annual General Meeting 2024

Notes to the resolutions

Notes to resolution 1

Annual Report and Accounts

The board of directors presents the Annual Report and Accounts for the year ended 31 December 2023.

Please visit bp.com/annualreportto access the bp Annual Report and Form 20-F2023

Notes to resolution 2

Directors' remuneration report

The directors' remuneration report, which can be found on pages 105-132 of the bp Annual Report and Form 20-F2023 (bp.com/remuneration), gives details of the directors' remuneration for the year ended 31 December 2023. The report includes a statement from the committee chair, the components of the executive directors' remuneration and the non- executive directors' fees, all in accordance with the remuneration policy that was approved by shareholders at the 2023 AGM.

A summary of the main elements of the remuneration policy can be found on pages 119-120 of the bp Annual Report and Form 20-F2023. This summary does not form part of the directors' remuneration report for the purposes of resolution 2.

The remuneration policy must be put to shareholders for consideration at least once every three years and will next be considered by shareholders no later than the AGM to be held in 2026.

The company's auditor, Deloitte LLP, has audited those parts of the directors' remuneration report which are required to be audited and their report may be found in the bp Annual Report and Form 20-F2023 (bp.com/annualreport).

The directors' remuneration report has been approved by the board and signed on its behalf by the company secretary.

The vote on the directors' remuneration report is advisory in nature and therefore not binding on the company.

Please visit bp.com/remunerationto access the full directors' remuneration report

Notes to resolutions 3 to 13

Election and re-election of directors

All the directors of the company are required by the articles of association to retire and offer themselves for re-election at each AGM.

In accordance with this requirement, Helge Lund, Murray Auchincloss, Melody Meyers, Tushar Morzaria, Dame Amanda Blanc, Pamela Daley, Hina Nagarajan, Satish Pai, Karen Richardson and Dr Johannes Teyssen will retire and offer themselves for re-election as directors.

Kate Thomson offers herself for election as a director, having been appointed by the board since the last AGM.

Sir John Sawers and Paula Rosput Reynolds, having each been appointed to the board for nine years, will step down from the board at the conclusion of the 2024 AGM, and will therefore not be seeking re-election.

The people and governance committee identifies, evaluates and recommends to the board candidates for appointment as directors.

The people and governance committee keeps the diversity, mix of skills, experience and knowledge of the board under regular review to ensure an orderly succession of directors. The directors' ability to commit sufficient and appropriate time to their board responsibilities is also monitored by the people and governance committee.

Statements in support of the election or re-election of directors are set out below the biography of each director, together with descriptions of their skills, experience and the committees on which they serve.

The board has carefully considered whether each of the non-executive directors is free from any relationship that could materially interfere with the exercise of their independent judgement. It has concluded that each non-executive director is independent. The board has also reviewed and concluded that each non-executive director possesses the necessary mix of skills and experience to continue to contribute effectively to the company's long-term sustainable success.

The expectation regarding time commitment for board members to effectively discharge their duties is set out in the directors' letters of appointment. The time commitment varies with the demands of bp business and other events. The non-executive directors' (NEDs) external time commitments - whether through executive, non-executive, advisory or otherwise - are regularly reviewed by the company secretary to ensure that directors are able to allocate appropriate time to bp. A register of directors' time commitments and conflicts is maintained and is also reviewed annually by the people and governance committee. The review process takes into account outside appointments and other external commitments and considers the complexity of the organisation, nature of the role, the sector (especially regulated and/or potentially competing sectors) and any leadership roles (e.g. a chair position).

NEDs are also required to consult with the company secretary and chair before accepting any other role that may impact their ability to commit appropriate time to bp. The process for the approval of any new external appointment for an existing director takes into account the impact of that appointment on the director's time in order to ensure the director will continue to be able to allocate sufficient time to fulfil their responsibilities as a director of bp. As part of that same process, a review of independence and potential conflicts of interest is undertaken, taking account of institutional investor and proxy advisor guidance. Any external commitments that could exceed the mandates set out in such guidance are given particular consideration. The board has concluded that appointments undertaken during 2023 did not impact the directors' ability to prepare for and attend meetings, engage with stakeholders and participate in learning and development opportunities.

The board has concluded that, notwithstanding external appointments held, each director is able to dedicate sufficient time to fulfil their bp duties. In compliance with the Code, none of the executive directors that served during 2023 held another role in a FTSE 100 company nor had another significant appointment during their tenure on the board.

For more information on the external commitments of bp's directors, see Appendix 1. All directors standing for election or re-election are recommended for election or re-election.Biographies of the directors recommended for election or re-electionare in Appendix 1 and further biographical details of the directors can be found at bp.com/whoweare.

Notes to resolution 14

Reappointment of auditor

Recommendation for reappointment

Deloitte LLP were first appointed as bp's auditors in 2018 following a competitive tender process and have been reappointed at each subsequent AGM. The appointment of Deloitte LLP as auditor of the company ends at the conclusion of the annual general meeting and they have indicated their willingness to stand for reappointment as auditor of the company until the conclusion of the annual general meeting in 2025.

The audit committee considers the reappointment of the external auditor each year before making a recommendation to the board. The board then recommends the reappointment of the auditors for approval

by shareholders.

Notice of bp Annual General Meeting 2024

5

Notes to the resolutions continued

Effectiveness

The quality and effectiveness of the external auditor is evaluated by the audit committee. To assess audit quality and effectiveness, the committee held private meetings with the external auditor during the year and received reports from the external auditor and management.

The committee also assessed the auditor's approach to providing audit services, taking account of the external auditor insights report and management survey.

On the basis of such assessment, the committee concluded that the audit team was providing the required quality of services, demonstrated the necessary commitment and ability, and had provided constructive challenge to management.

Independence

The committee assesses the independence of the external auditor on an ongoing basis and the external auditor is required to rotate the lead audit partner every five years and other senior audit staff every seven years.

The current lead audit partner has been in place since the 2023 AGM. No partners or senior staff associated with the bp audit may transfer to the group.

Notes to resolution 15

Remuneration of auditor

The audit committee reviews the fee structure, resourcing and terms of engagement for the external auditor annually; in addition, it reviews the non-audit services that the auditor provides to the group on a quarterly basis.

The board is seeking authority for the audit committee to fix the auditor's remuneration, in accordance with the Statutory Audit Services Order 2014 issued by the UK Competition and Markets Authority.

Fees paid to the external auditor for the year 2023 were $61 million (2022: $56 million). The audit committee is satisfied that this level of fee is appropriate in respect of the audit services provided and that an effective audit can be conducted for this fee. Non-audit or non-audit-related assurance fees were $3 million (2022: $64 thousand). Note 36 to bp's consolidated financial statements provides details of the remuneration of the company's external auditor.

This can be found on page 244 of the bp Annual Report and Form 20-F2023 (bp.com/annualreport). Non-audit or non-audit-related services consisted of other assurance services.

Notes to resolution 16

Political donations and political expenditure

Part 14 of the Companies Act 2006 (the Act) contains restrictions on companies making political donations to political parties, independent election candidates or political organizations, or incurring political expenditure.

The Act defines those terms in a way that is capable of a very wide interpretation. As a result to and whilst it is the policy of the company not to make donations to political organizations or incur political expenditure in the ordinary sense and has no intention of using the authority for this purpose, it is possible that activities that form part of the normal relationship between the company and bodies concerned with policy review and law reform, or the representation of the business community or sections of it, or the representation of other communities or special interest groups, may be included within the restrictions.

To allow these activities to continue and to avoid the possibility of inadvertently contravening the Act, the company is seeking authority under this resolution to allow the company or any of its subsidiaries to make donations or incur expenditure up to a limit of £100,000 per annum for each category of donation or expenditure as set out in the resolution. This authority is sought for a period of one year, until the date of the annual general meeting in 2025.

Notes to resolution 17

Renewal of the Scrip Dividend Programme

Shareholders last renewed the authority for the Scrip Dividend Programme (the programme) at the annual general meeting in May 2021 and the company is proposing that the shareholders renew this authority for a further period of three years. Whilst the programme is currently suspended, the purpose of the renewal is to provide flexibility to the company in implementing its dividend policy and to allow the directors to reinstate the programme if they consider that appropriate.

If renewed, the programme will allow participants to receive ordinary shares or American depositary shares (ADSs) for every cash dividend entitlement where the scrip dividend alternative is offered, unless or until they notify the company otherwise. The directors will retain the discretion to decide whether to offer a scrip dividend alternative in respect of each future dividend. The directors will review whether a scrip dividend alternative should be offered as part of their deliberations when considering each quarterly dividend. Should a scrip dividend alternative be offered, shareholders who elect to take new shares in the company under the programme will increase their holdings without incurring stamp duty. ADS holders will be subject to issuance fees.

Details of how the programme operates and the basis of calculation of the scrip dividend for ordinary shareholders and ADS holders are set out in the terms and conditions of the programme. Subject to the renewal, the terms and conditions of the programme will be updated. The draft terms and conditions are available on the bp website at bp.com/scrip, from the bp Registrar, Link Group, or from the ADS Depositary Bank, JPMorgan Chase Bank N.A. The final terms and conditions will be available after the AGM.

A summary of the key features of the programme is set out in Appendix 2.

Notes to resolutions 18, 19 and 20

Directors' authority to allot shares

General explanation

These resolutions seek limited authority from shareholders for the company to allot shares, and limited authority to allot shares in certain circumstances without first offering them to existing shareholders. They enable the company to raise capital quickly and easily when needed, and permit the directors to allot shares as consideration in a transaction.

The board believes that these authorities are in the interests of the company and its shareholders as a whole.

Resolution 18: Authority to allot

The Investment Association Share Capital Management Guidelines (the IA guidelines) state that an authority to allot up to two thirds of the existing issued share capital should be regarded by shareholders as routine business. The company has taken authority for the full amount in prior years and seeks to do so again this year under resolution 18.

6 Notice of bp Annual General Meeting 2024

The directors are seeking authority to allot shares of up to a maximum nominal amount of $2,836,588,790. This is equal to two thirds of the company's issued ordinary share capital (excluding treasury shares) as at 16 February 2024, being the latest practicable date prior to the publication of this Notice. One half of this amount, that is one third of the company's issued ordinary share capital (excluding treasury shares) as at

16 February 2024, can be used only if the relevant securities are equity securities and are offered in connection with a rights issue (and which therefore does not include an open offer).

For information, as at 16 February 2024 the company held 725,269,818 treasury shares, which represents 4.26% of the company's issued ordinary share capital (excluding treasury shares).

The authority conferred pursuant to resolution 18 will expire on the date of the annual general meeting in 2025 or 25 July 2025, whichever is the earlier.

The directors have no current intention of issuing shares other than in relation to the company's employee share schemes. The company does not expect to offer a scrip election for the foreseeable future. The Scrip Dividend Programme is currently suspended but, if resolution 17 is passed, may be reinstated at the board's discretion. The board considers that it is desirable for the directors to retain this discretion to decide whether to offer a scrip dividend alternative in respect of each future dividend if there is a change in market conditions.

Resolutions 19 and 20: Disapplication of pre-emption rights

Resolutions 19 and 20 seek limited authority for the directors to allot shares for cash under the authority granted under resolution 18 in certain circumstances without first offering them to existing shareholders.

This is known as the disapplication of pre-emption rights.

The Pre-Emption Group's Statement of Principles issued in November 2022 (the Pre-Emption Principles) allows companies to seek authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or that has taken place in the 12-month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer.

Having considered the revised Pre-Emption Principles, the board considers that, for the time being, it is in the best interests of shareholders to seek authority to issue shares for cash otherwise than in connection with a pre-emptive offer, of up to 5% of the company's issued share capital on an unrestricted basis, together with an additional 5% of the company's issued share capital for use in connection with an acquisition or specified capital investment. This level of authority is in line with that sought by the company in previous years. The Pre-Emption Principles state that companies should propose two separate resolutions for each of the general and acquisition disapplication authorities. Accordingly, two separate resolutions are again being put forward at the 2024 AGM. If supported, this authority would provide the board with the flexibility, conferred by resolutions 19 and 20, to conduct a pre-emptive offering without complying with the strict requirements of the statutory preemption provisions. This allows the board to raise capital quickly and easily in order to finance business opportunities when they arise in line with strategy. The board confirms that it intends to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles.

Resolution 19 will permit the directors to allot shares for cash or to dispose of treasury shares:

1. up to the maximum amount stated in resolution 18, pursuant to a pre-emptive offering to existing shareholders (that is a rights issue or an open offer) without complying with the strict requirements of the statutory pre-emption provisions (in order to deal, for example, with treasury shares, the legal requirements of particular jurisdictions and fractional entitlements); and
2. up to a maximum nominal value of $212,744,159, representing approximately 5% of the company's issued ordinary share capital as at 16 February 2024, otherwise than in connection with a pre-emptive offering to existing shareholders.

Resolution 20 will provide additional authority to permit the directors to allot shares for cash or dispose of treasury shares up to a maximum nominal value of $212,744,159, otherwise than in connection with a pre-emptive offer to existing shareholders for the purposes only of financing or refinancing a transaction as set out in the 2022 Pre-Emption Principles described above, representing approximately a further 5% of the company's issued ordinary share capital as at 16 February 2024.

If both resolutions 19 and 20 are passed, the directors will have authority to allot shares for cash and dispose of treasury shares on a non-preemptive basis up to a maximum amount equal to 10% of the company's ordinary issued share capital (excluding treasury shares) as at

16 February 2024, but with 5% only permitted to be used in the specific circumstances set out in resolution 20. Applying the Listing Rules requirement that treasury shares be included in the calculation of the disapplication authorities, this maximum amount is equal to 9.59% of the company's issued ordinary share capital (including treasury shares) as at 16 February 2024.

As noted in relation to resolution 18, the directors have no current intention of issuing new shares other than in relation to the company's employee share schemes.

The authorities contained in resolutions 19 and 20 will expire at the same time as the authority to allot shares conferred in resolution 18, that is on the date of the annual general meeting in 2025 or 25 July 2025, whichever is the earlier.

Notice of bp Annual General Meeting 2024

7

Notes to the resolutions continued

Notes to resolution 21

Share buyback

General explanation

Share buybacks are a way of returning cash to shareholders. Shareholders are asked at each annual general meeting for authority to carry out share buybacks, in order that the company may do so when the directors believe it is in the best interests of shareholders.

Shares that are purchased by the company must either be cancelled or held in treasury. Once shares are held in treasury, the directors may only dispose of them in accordance with the relevant legislation by:

1. selling the shares (or any of them) for cash;
2. transferring the shares (or any of them) for the purposes of, or pursuant to, an employee share scheme; or
3. cancelling the shares (or any of them).

Recent buyback activity

The company bought back and cancelled 1,262,982,632 shares during the 2023 calendar year, at a cost of $7,917,879,058 (including transaction costs), representing 7.35% of bp's issued share capital, excluding shares held in treasury, on 31 December 2023. Of the shares bought back and cancelled in the 2023 calendar year, shares purchased under the 2022 AGM authority represented 3.57%, and shares purchased under the 2023 AGM authority represented 3.78%, of bp's issued share capital, excluding shares held in treasury, on 31 December 2023. The company operated share buyback and cancellation in order to reduce the issued share capital of the company.

Information about resolution 21

Authority is sought in resolution 21 to purchase up to 10% of the issued ordinary share capital of the company (excluding treasury shares), continuing the authority granted by shareholders at previous annual general meetings.

Resolution 21 specifies the maximum number of shares that may be purchased and the minimum and maximum prices at which they may be bought.

For information, as at 16 February 2024, there were options outstanding over 387,891,028 ordinary shares, representing 2.28% of the company's issued ordinary share capital (excluding treasury shares). If the authority given by resolution 21 were to be fully used, in addition to the authority that currently exists, these would then represent 2.53% of the company's issued ordinary share capital (excluding treasury shares).

The company has no warrants in issue in relation to its shares.

The authority will expire at the conclusion of the annual general meeting in 2025 or on 25 July 2025, whichever is the earlier.

Intentions concerning resolution 21

The directors will exercise the authority conferred pursuant to resolution 21 only when to do so would be in the best interests of shareholders generally.

It is the company's current intention that of any shares repurchased under this authority, sufficient shares will be held in treasury to meet the company's requirements, including for its share incentive arrangements, with the remainder being cancelled. However, the directors will reassess at the time of each repurchase programme whether to hold the shares in treasury or cancel them, depending on the circumstances at the time.

Notes to resolution 22

Notice of general meetings

Under the provisions in the Act, listed companies must call general meetings (other than an annual general meeting) on at least 21 clear days' notice unless the company:

1. has obtained shareholder approval for the holding of general meetings on 14 clear days' notice by passing an appropriate resolution at its most recent annual general meeting; and
2. offers the facility for shareholders to vote by electronic means accessible to all shareholders.

To enable the company to utilize the shorter notice period of 14 days for calling such general meetings, shareholders are asked to approve this resolution. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If granted, this authority will be effective until the company's next annual general meeting.

8 Notice of bp Annual General Meeting 2024