BP p.l.c.

RULES OF THE BP GLOBAL SHARE MATCH 2025

Adoption:	[●] 2025
Shareholder approval:	[●] 2025

Linklaters LLP One Silk Street London EC2Y 8HQ

Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222

Ref 01/140

Contents	Page
1	Introduction 1
2	Definitions 1
3	Invitations 3
4	Contributions 4
5	Acquisition of Investment Shares 5
6	Plan limits 6
7	Grant of Matching Awards 6
8	During the Holding Period 7
9	End of the Holding Period 9
10	Leaving employment 10
11	Corporate events 12
12	Malus and clawback 14
13	Changing the Plan 16
14	General 17
	SCHEDULE Participating on a cash basis 22

1 Introduction

This Plan is intended to be offered to all or substantially all eligible employees on terms which are described below.

2 Definitions

In these rules:

"Acquiring Company" means a person who has or obtains control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company;

"Administrator" means the person or persons to whom the Designated Corporate Officer has delegated the operation of the Plan;

"ADS" means an American depositary share representing ordinary shares of the Company;

"Award Date" means, in relation to a Matching Award, the date on which the Investment Shares to which it relates were acquired by the Participant;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Designated Corporate Officer determines, any stock exchange nominated by the Designated Corporate Officer on which the Shares are traded) is open for the transaction of business;

"Change of Control" means:

(i) a person (or a group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company as the result of a general offer to acquire Shares becoming wholly unconditional; or
(ii) a court sanctioning a compromise or arrangement in connection with the acquisition of Shares under Section 895 of the Companies Act 2006 or equivalent procedure under local legislation pursuant to which (in either case) a person (or group of persons) obtains control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company; or
(iii) if the Designated Corporate Officer, in their discretion so decides, a person (or a group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company in any other way;

"Clawback Period" means the period during which the Designated Corporate Officer can decide under rule 12.4 (Clawback) that clawback will apply to the Matching Award, being the period as set out in the applicable malus and clawback terms, or if no such period is specified, the period from the date on which the Matching Award Vests until the sixth anniversary of the Award Date;

"Company" means BP p.l.c.;

"Contribution" means an amount used to acquire Investment Shares on behalf of a Participant, and "Contribute" has a corresponding meaning;

"Dealing Restrictions" means any restriction on dealing in securities imposed by regulation, statute, order, directive or any code adopted by the Company, as varied from time to time;

"Designated Corporate Officer" means the Chief Executive Officer of the Company or such other senior level leader (or their delegate(s)) authorised from time to time under the Company's delegation of authority (or in each case any duly authorised delegate(s) of such person(s));

"Dividend Equivalent" means the amount linked to dividends paid on Shares subject to a Matching Award as described in rule 9.3 (Dividend Equivalent);

"Employee" means (other than in respect of rule 14.1 (Terms of employment)) any employee of a member of the Group excluding an executive director of the Company;

"Grantor" means the Company or any other entity which agrees to satisfy a Matching Award under the Plan;

"Group" means:

(i) the Company;
(ii) its Subsidiaries from time to time; or
(iii) any other company which is associated with the Company and is so designated by the Designated Corporate Officer and, for the avoidance of doubt, a company may be treated as an associated company for some purposes or in relation to some Participants but not in relation to others;

"Holding Period" means the period, determined under rule 3.2 (Terms to be determined for each invitation), during which Investment Shares must normally be held for Shares to be issued or transferred under the corresponding Matching Award;

"Investment Association" means the trade association for UK investment managers, known as the Investment Association, with registration number 4343737;

"Investment Shares" means Shares acquired by the Nominee on behalf of a Participant under rule 5 (Acquisition of Investment Shares);

"Market Value" means, on any date, the market value determined by the Designated Corporate Officer in such manner as they consider reasonable (which, without limitation, may use an average price over a period ending on that date and which may be different for different purposes under the Plan);

"Matching Award" means a conditional right to receive Shares for free granted under the Plan;

"Matching Ratio" means the ratio of Investment Shares to the number of Shares subject to the corresponding Matching Awards, as determined for any invitation under rule 3.2 (Terms to be determined for each invitation);

"New Issue Share" means Shares to be allotted by the Company;

"Nominee" means any entity selected by the Administrator with the agreement of the Global Head of Equity (or similar) of the Company to hold legal title to Investment Shares as described in rule 8.1.1 and may be the Administrator or an affiliate of the Administrator;

"Participant" means a person who has validly accepted an invitation to participate in the Plan or their personal representatives who have produced such evidence as the Designated Corporate Officer may reasonably require of their status;

"Plan" means these rules known as "The BP Global Share Match Plan 2025", as changed from time to time;

"Remuneration Rules" means, in relation to any Employee or Participant, the remuneration codes, regulations, guidance and/or regulatory expectations which apply to the Employee or Participant from time to time;

"Section 409A" means section 409A of the United States Internal Revenue Code of 1986;

"Shares" means fully paid ordinary shares in the capital of the Company and includes ADSs where appropriate;

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and

"Vesting" means, subject to the rules and the terms set at grant under rule 3.2 (Terms to be determined for each invitation) and subject to any Holding Period, a Participant becoming entitled to have the Shares issued or transferred to them and "Vesting" shall include the terms "Vest" and "Vested";

3 Invitations

3.1 Eligibility

The Grantor may, at any time, invite any Employee of any member of the Group selected by it (other than a director of the Company) to participate in the Plan.

The Designated Corporate Officer may, from time to time, determine that any class of Employees will not be eligible and may revoke any such determination.

3.2 Terms to be determined for each invitation

When inviting an Employee to participate in the Plan, the Grantor will determine:

3.2.1 the Matching Ratio;
3.2.2 the Holding Period;
3.2.3 any overall limit on Contributions from some or all Participants;
3.2.4 the maximum Contribution for any one Participant;
3.2.5 any minimum Contribution and/or any other restrictions on Contributions;
3.2.6 the timing and manner for payment or deduction of Contributions (e.g. whether they are single Contributions or a fixed or percentage deduction from salary);
3.2.7 the date by which and the manner in which the Employee must specify the amount he or she wishes to Contribute and accept the invitation if they wish to participate; and
3.2.8 whether the Participant will participate on a cash basis, in which case, the Schedule to these rules will apply.

The Participant will be notified of these terms before the deadline for acceptance of the invitation.

3.3 Acceptance of invitation

By accepting an invitation, the Participant agrees to be bound by these rules, the invitation and their acceptance of the invitation as if they had signed them.

3.4 Regulatory override

Nothing in these rules or the terms of any award will oblige any Group company or any other person to make any payment which would be inconsistent with the Remuneration Rules or Section 409A, and to the extent that any participant becomes subject to Section 409A, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A to the extent required. In addition, in such case, the Designated Corporate Officer may:

3.4.1 amend the Plan or the terms of the Matching Award under rule 13 (Changing the Plan);
3.4.2 adjust (including to nil and/or retrospectively) the number of Shares or method for valuing Shares or amount of cash payable under the Matching Award; and/or
3.4.3 delay, and/or impose additional conditions on the payment/settlement of a Matching Award and/or the ending of a Holding Period.

4 Contributions

4.1 Deduction of Contributions

4.1.1 The Participant authorises the deduction of the Participant's chosen Contribution from any payments of salary, bonus or other remuneration payable to the Participant by any member of the Group and instructs the payer of such salary or remuneration to deduct the Contribution and pay it to the Administrator to be applied in accordance with these rules and the invitation.
4.1.2 If any limit in rule 3.2.3 is exceeded, Contributions for all affected Participants will be reduced in such manner as the Designated Corporate Officer considers fair and reasonable.
4.1.3 If the terms of the invitation allow for a Contribution to be paid other than by deduction as described above, the Participant agrees to pay the Contribution at the time or times and in the manner specified by the Grantor and notified to the Participant from time to time.

4.2 Stopping and changing contributions

A Participant may give written notice to the Administrator at any time that they wish to:

4.2.1 stop making Contributions;
4.2.2 re-start Contributions (but may not make up any missed Contributions); and/or
4.2.3 change the amount of their Contributions (subject to any limits determined under rule 3.2 (Terms to be determined for each invitation)).

The Administrator will arrange for Contributions to stop, restart or change (as the case may be) within 30 days of receiving the notice, unless the notice specifies a later date.

Any Contributions which have not been used to acquire Investment Shares will be repaid to the Participant as soon as reasonably practicable after notice to stop Contributions is given.

5 Acquisition of Investment Shares

5.1 Timing

Where a Contribution is received from a Participant, the Administrator will procure, subject to the rest of this rule and rule 10.1 (Investment Shares), that the number of Shares specified in rule 5.3.1 is acquired for the Participant as soon as reasonably practicable after the Contribution is received.

5.2 Source of Shares

Subject to rule Error! Reference source not found. (Plan limits), the Investment Shares may be issued, transferred from treasury, bought on or off market or allocated from Shares otherwise available to the Administrator.

5.3 Number of Shares

5.3.1 Subject to the rest of this rule 5, the number of Shares acquired will be equal to the Contribution, less the deductions described in rule 5.6 (Deductions), divided by the Applicable Price. The number of Shares acquired for a Participant may be fractional.

5.3.2 The "Applicable Price" will be:

(i) if Investment Shares are to be issued, transferred from treasury or allocated from Shares otherwise available to the Administrator, the Market Value on the date of issue, transfer or allocation; and
(ii) if Investment Shares are to be bought on or off market, the price at which Shares are purchased using the Contribution or, if the Administrator so decides, the average price at which Shares were acquired on that occasion for the Participant and other Participants.

5.4 Basis of acquisition

Investment Shares may be bought on such basis and at such time or times as the Administrator sees fit and neither the Administrator nor any member of the Group will be liable in relation to the price at which or basis on which they are purchased.

5.5 Currency conversion

The Contribution will be converted into the currency in which the Shares are traded on or on a date selected by the Administrator within 10 Business Days before the date of acquisition on the basis of such exchange rate as the Administrator considers reasonable which may be an average exchange rate over a period of not more than three months ending on the conversion date.

5.6 Deductions

The Administrator may decide that the following will be deducted from Contributions before Investment Shares are acquired for a Participant:

5.6.1 any costs of conversion of the Contribution into the currency in which Shares are traded;
5.6.2 any costs of purchase of the Investment Shares (such as brokerage, commissions); and

5.6.3 any taxes, social security contributions or other levies due in respect of the Contribution amount or purchase or subscription of Investment Shares.

However, where an amount is not so deducted (e.g. because the Administrator considers that it is not lawful or is not practicable to do so), the Participant will remain responsible for payment of the amount and it may be recovered in the manner described in rule 14.2 (Tax) as if it were an amount of tax which a member of the Group was liable to account for.

6 Plan limits

A Matching Award that may be settled in New Issue Shares may only be granted if the number of Shares committed to be issued under that Matching Award would not exceed 10 per cent (or such higher percentage set from time to time by the Investment Association) of the ordinary share capital (adjusted for share issuance and cancellation) of the Company in issue immediately before the date of grant, when aggregated with outstanding awards granted under the Plan, or under any other employee share plan operated by the Company, in the previous 10 years (or such longer period as set from time to time by the Investment Association).

6.1 Scope of Plan limits

6.1.1 When calculating the limits in this rule 6, Shares will be ignored:
- (i) where the right to acquire them is released, declined, forfeited or lapses; or
- (ii) which are committed to be issued under any Dividend Equivalent.
6.1.2 As long as so required by the Investment Association, Shares transferred from treasury to satisfy Matching Awards are counted as a part of the ordinary share capital of the Company, and as New Issue Shares.
6.1.3 The precise method for calculating the limits in this rule 6 shall, subject to these rules, be determined by the Designated Corporate Officer from time to time in their discretion.

6.2 Awards in breach of limits

If the Grantor tries to grant a Matching Award which is inconsistent with this rule Error! Reference source not found., the Matching Award will be limited and will take effect from the Award Date on a basis consistent with this rule Error! Reference source not found..

6.3 Listing Rules

No Shares will be issued under the Plan if it would cause UK Listing Rule 6.2.22 (Shares in public hands) to be breached.

7 Grant of Matching Awards

7.1 Number of Shares subject to Matching Award

As soon as reasonably practicable after Investment Shares are acquired for a Participant on any occasion, the Grantor will grant a corresponding Matching Award to the Participant over the number of Investment Shares acquired multiplied by the Matching Ratio. The number of Shares may be fractional.

A Matching Award will not be granted to a person who has left employment on the date of grant.

7.2 Documentation of Matching Award

At the time of, or as soon as practicable after, the grant of a Matching Award, the Administrator will notify each Participant of the Matching Award. The notification will include:

7.2.1 the number of Shares subject to the Matching Award; and
7.2.2 the applicable Holding Period.

8 During the Holding Period

8.1 Investment Shares during the Holding Period

8.1.1 Legal title to the Investment Shares will be held by the Participant or by the Nominee as bare nominee for the Participant, subject to these rules and the invitation as the Administrator may determine.
8.1.2 Any shares, securities or rights acquired in respect of an Investment Share (including those acquired under this rule 8) shall be treated as if they were also Investment Shares acquired at the same time as the corresponding Investment Share. This will not apply to the extent that they are acquired using additional funds provided by the Participant (and not just from the sale of rights attached to the original Investment Shares).
8.1.3 Rules 8.1.4 to 8.1.8 will apply if Investment Shares are held by the Nominee.
8.1.4 If there is a rights issue or similar transaction, in the absence of any other instructions from the Participant, the Nominee will sell sufficient of the rights arising from the Investment Shares nil-paid and use the proceeds to take up the balance or, if that is not possible or practicable, will take no action. The Nominee shall not be obliged to seek the Participant's instructions.
8.1.5 If any dividend, distribution or other asset is received in respect of the Investment Shares and neither rule 8.1.4 nor 11 (Corporate events) applies, the Nominee will, as soon as is reasonably practicable:
- (i) use any cash amount (net of any taxes or costs of acquisition) to acquire further Shares which will be treated as Investment Shares acquired at the same time as the Investment Shares in respect of which the dividend or distribution was paid; and
- (ii) hold any other securities on the same basis as the Investment Shares in respect of which the securities are received (or sell them on the Participant's behalf and use the proceeds to acquire further Investment Shares as described in (i) above).
8.1.6 The Nominee will not normally vote in respect of any Investment Shares. However, if so instructed by the Global Head of Equity (or similar) of the Company, the Nominee will invite a Participant to direct it on the exercise of any voting rights and follow any such direction but will only vote on a show of hands if all directions received from Participants who have given directions in respect of a particular resolution are identical. The Nominee will not be under any obligation to call for a poll.
8.1.7 The Participant (or anyone properly authorised) may direct the Nominee on the appropriate action to take in relation to any right relating to a Participant's Investment

Shares on a Change of Control, but the Nominee is not required to seek the Participant's directions. The Nominee may not take any action without such a direction.

8.1.8 The Participant has no right to receive copies of any documents or notices normally sent to the holders of Shares.

8.2 Matching Awards during the Holding Period

8.2.1 A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to a Matching Award until the Shares are issued or transferred to the Participant.
8.2.2 A Participant may not transfer, assign or otherwise dispose of a Matching Award or any rights in respect of it. This rule 8.2.2 does not apply to the transmission of a Matching Award on the death of a Participant to their personal representatives.

8.2.3 Adjustment of Matching Awards

If there is:

(i) a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;
(ii) a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010;
(iii) a special dividend or distribution; or
(iv) any other corporate event which might affect the current or future value of any Matching Award,

the Designated Corporate Officer may adjust the number or class of Shares or securities subject to the Matching Award.

8.2.4 Lapse of Matching Awards on sale of Investment Shares

If, before the end of the Holding Period for Investment Shares acquired on any one occasion, the Participant instructs the Nominee to transfer, assign, pledge or otherwise dispose of or sell any of those Investment Shares or any interest in them, the corresponding Matching Award will immediately lapse as to a proportion of the Shares subject to it being equal to the proportion of the Investment Shares transferred, assigned, disposed of or sold.

This will not apply to:

(i) a disposal of Investment Shares (or an undertaking to dispose of them) on a Change of Control (other than where rule 11.3 (Exchange of Matching Awards) applies);
(ii) a sale of sufficient entitlements nil-paid in relation to the Investment Shares to take up the balance of the entitlements under a rights issue or similar transaction;
(iii) a disposal which is required to meet any liability to tax or social security contributions in respect of Investment Shares or the Matching Award and which is allowed by the Designated Corporate Officer; or

(iv) the transfer of Investment Shares to the Participant's personal representatives following death.

9 End of the Holding Period

9.1 Transfer of Investment Shares

If Investment Shares are held by the Nominee, the Nominee may at any time transfer the legal interest in the Investment Shares for which the Holding Period has ended to the Participant or to any other person nominated by the Company to be held for the benefit of the Participant.

9.2 Issue or transfer of Shares under Matching Award

As soon as reasonably practicable after the end of the Holding Period for Investment Shares acquired on any one occasion, the Grantor will arrange (subject to the rest of this rule 9 and rule 14 (General)) for the issue or transfer of the number of Shares then subject to the corresponding Matching Award to the Participant or to any other person nominated by the Company to be held for the benefit of the Participant by:

9.2.1 issuing New Issue Shares to or to the order of the Participant if the Matching Award was or could have been granted on the basis it would be satisfied with New Issue Shares under rule Error! Reference source not found. (Plan limits); or
9.2.2 by transferring Shares from treasury to or to the order of the Participant; or
9.2.3 in any other manner permitted by the Plan.

9.3 Dividend Equivalent

9.3.1 The Participant will also be entitled (subject to the rest of this rule 9 and rule 14 (General)) to an amount (the "Dividend Equivalent") equal to the dividends paid on the number of Shares then subject to the Matching Award from the Award Date to the last day of the Holding Period. The Dividend Equivalent may be determined on the basis that any dividend is notionally reinvested in further Shares on the basis of the market value of a Share on the date of payment.
9.3.2 The Dividend Equivalent will be paid in cash or additional Shares as determined by the Designated Corporate Officer. Any Shares will be issued or transferred to the Participant or to any other person nominated by the Company to be held for the benefit of the Participant.
9.3.3 The Designated Corporate Officer may at any time decide to exclude all or part of a special dividend or dividend in specie which may otherwise be included within Dividend Equivalent calculations and entitlements.

9.4 Compliance with rules

Shares will only be issued or transferred under rules 9.2 (Issue or transfer of Shares under Matching Award) and 9.3 (Dividend Equivalent) to the extent that the Participant has provided such evidence as the Administrator may reasonably require that the Participant has complied with these rules and the terms of the invitation at all times during the Holding Period.

9.5 Fractional entitlement

If the total number of Investment Shares and Shares due to the Participant under the Matching Award is fractional, the number will be rounded down to the nearest whole Share.

9.6 Cash and Share alternative

9.6.1 The Grantor may, subject to the approval of the Designated Corporate Officer, satisfy a Matching Award by paying the Participant an amount in cash equal to the Market Value of the number of Shares under a Matching Award.
9.6.2 A Matching Award may be granted on the basis that it will always be satisfied in this way.
9.6.3 Where a Participant becomes entitled to a cash payment under these rules, subject to the approval of the Designated Corporate Officer, the Grantor can satisfy that entitlement by issuing or transferring a number of Shares (subject to rule 14.2 (Tax)) which have a Market Value equal to the cash payment entitlement.
9.6.4 The amount which is equivalent to the number of Shares or the amount of cash will be determined in the sole discretion of the Designated Corporate Officer.

9.7 Issuing Shares for less than nominal value

If the Matching Award is to be satisfied by the issue of New Issue Shares, the Designated Corporate Officer is authorised to capitalise the reserves of the Company. The amount to be capitalised will be the nominal value of a Share multiplied by the number of Shares to be issued.

10 Leaving employment

10.1 Investment Shares

No further Contributions will be paid or deducted after the Participant has left employment. Any eligible Contributions received by the Administrator will be used to acquire Investment Shares as soon as reasonably practicable or the Administrator may repay those amounts to the Participant.

If the Participant leaves employment, the Nominee will continue to hold any Investment Shares (or other Shares or securities) it holds for the Participant but will, if so directed by the Administrator, transfer legal title to them to the Participant. The Participant will do all things reasonably necessary to facilitate the transfer.

10.2 Matching Award

10.2.1 Subject to rule 10.2.2, a Matching Award will lapse if the Participant leaves employment before the end of the Holding Period.
10.2.2 If the Participant dies or leaves employment for one of the reasons set out below before the end of the Holding Period, the Holding Period will be treated as having ended on the date of death or leaving and rule 9 (End of the Holding Period) will apply.

The reasons are:

(i) ill-health, injury or disability, as established to the satisfaction of the Company;

(ii) retirement with the agreement of the Participant's employer;
(iii) the Participant's employing company ceasing to be a member of the Group;
(iv) a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person who is not a member of the Group;
(v) redundancy; or
(vi) in any other circumstances if the Designated Corporate Officer so decides.

10.3 Meaning of "leaving employment"

10.3.1 Subject to rule 10.3.2, a Participant will only be treated as "leaving employment" when they are no longer an Employee of any member of the Group, as determined by the Designated Corporate Officer, and will not be treated as leaving employment if they commence employment with a member of the Group within one month (or such longer period as the Designated Corporate Officer may allow) of leaving.
10.3.2 The Designated Corporate Officer may decide that a Participant will be treated as leaving employment on the date they give or are given notice terminating their office or employment.

10.4 Exchange of awards on a sale of employer

If the Designated Corporate Officer, with the agreement of any relevant purchaser, so decides before the event referred to in rule 10.2.2(iii) or 10.2.2(iv) takes effect, Matching Awards will not be satisfied in accordance with rule 9 (End of the Holding Period), but will instead be exchanged, and rule 11.3 (Exchange of Matching Awards) will apply. In applying rule 11.3 (Exchange of Matching Awards), the "Acquiring Company" will mean the relevant purchaser or any company nominated by the relevant purchaser and approved by the Designated Corporate Officer.

10.5 Death

10.5.1 If a Participant dies, their Matching Award will be satisfied in accordance with rule 9 (End of the Holding Period) on the date of death.
10.5.2 The Grantor will only arrange for Shares to be issued or transferred, or cash paid to the personal representatives of a deceased Participant, if they have produced such evidence as the Designated Corporate Officer may require of their status as such. The receipt by any person who has produced such evidence will discharge the Grantor from any obligation to the Participant or their estate.

10.6 Transfer to another country

If a Participant has not left employment but is transferred to work in another country or changes tax resident status and, as a result would:

10.6.1 suffer a tax disadvantage in relation to their Matching Award or Investment Shares (this being shown to the satisfaction of the Designated Corporate Officer); or
10.6.2 become subject to restrictions on their ability to hold or deal in Shares acquired under the Plan or the proceeds of the sale because of the securities laws or exchange control laws of the country to which they are transferred,

then the Designated Corporate Officer may decide that the Holding Period will end, in relation to some or all of the Shares, on a date they choose before or after the transfer takes effect.

10.7 Career Breaks

10.7.1 If a Participant is on a career break on the date that the Holding Period would normally end under the Plan, then unless the Designated Corporate Officer determines otherwise in any particular case, the Holding Period will be extended until it has been determined that the Participant has returned to normal employment at the end of the career break and has continued to be in their normal employment for a period of three months from the date of return, and in that period has not given or received notice of termination of employment. For the purposes of this rule, career break means an extended period of unpaid leave from normal work, without ceasing to be an Employee of any member of the Group, with the agreement of the Company, which is designated by the Designated Corporate Officer as a career break for the purposes of these rules.
10.7.2 Unless any of the reasons set out in rule 10.2.2 or 11 (Corporate events) apply, if the Participant ceases to be an Employee before having returned to normal employment at the end of the career break or during the three-month period referred to in rule 10.7.1, then the Matching Award will lapse on cessation of employment. If any of the reasons set out in rule 10.2.2 apply, the Matching Award will be satisfied in accordance with these rules as soon as practicable after cessation of employment. If any of the reasons set out in rule 11 (Corporate events) apply, Matching Awards will be treated in accordance with that rule.

11 Corporate events

11.1 Treatment of Investment Shares

If there is a Change of Control, the Designated Corporate Officer will decide, in relation to any consideration received by the Participant in the Change of Control for an Investment Share, whether (and, if so, to what extent):

11.1.1 in the case of consideration in the form of cash:
- (i) it will be paid or transferred to the Participant or to any other person determined by the Company to be held for the benefit of the Participant (subject to rule 14.2 (Tax)); and/or
- (ii) it will be used by the Nominee to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company which will be treated as Investment Shares for the purposes of the Plan; and/or
11.1.2 in the case of consideration in the form of securities:
- (i) it will be treated as Investment Shares for the purposes of the Plan; or
- (ii) it will be sold and the proceeds (net of any costs of sale) will be paid or transferred to the Participant or to any other person determined by the Company to be held for the benefit of the Participant (subject to rule 14.2 (Tax)).

11.2 Treatment of Matching Award

If there is a Change of Control, the Designated Corporate Officer will decide, in relation to each Matching Award, whether (and, if so, to what extent):

11.2.1 the Grantor will arrange (subject to rule 9.6 (Cash and Share alternative) and rule 14 (General)) for the issue or transfer of the Shares subject to the Matching Award to the Participant (or to any other person determined by the Company to be held for the benefit of the Participant) as soon as reasonably practicable after the Change of Control; and/or
11.2.2 the Matching Award will be exchanged, for example, where:
- (i) an offer to exchange the Matching Award is made and accepted by a Participant; or
- (ii) the Designated Corporate Officer, with the consent of the Acquiring Company, decides before the Change of Control that the Matching Award will be automatically exchanged; or
- (iii) the Participant's variable remuneration is subject to regulatory deferral requirements in accordance with applicable Remuneration Rules, unless the Designated Corporate Officer decides otherwise.

11.3 Exchange of Matching Awards

Where a Matching Award is exchanged under rule 11.2 (Treatment of Matching Award), the Participant will be granted a new award in exchange for the existing Matching Award. The new Matching Award:

11.3.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;
11.3.2 must be equivalent to the existing Matching Award;
11.3.3 will be treated as having been acquired at the same time as the existing Matching Award and will be treated as the corresponding Matching Award in relation to any securities treated as Investment Shares under rule 11.1.1 and be subject to the same Holding Period;
11.3.4 will be subject to such other terms as the Designated Corporate Officer considers appropriate in all the circumstances; and
11.3.5 will be governed by the Plan, excluding rule 13.2 (Shareholder approval), as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 11.3.1 above.

11.4 Designated Corporate Officer

In this rule 11 (Corporate events), "Designated Corporate Officer" means the person or persons identified by the Company as such immediately before the Change of Control.

11.5 Timing of exchange

Where a Matching Award is to be exchanged under rule 11.3 (Exchange of Matching Awards) the exchange is effective immediately following the relevant event.

12 Malus and clawback

12.1 Application of malus and clawback

A Matching Award and a Participant shall be subject to:

12.1.1 any malus and/or clawback terms as set out at rule 12.2 (Minimum malus and clawback circumstances) below;
12.1.2 any malus and/or clawback terms of the Matching Award;
12.1.3 any policy that provides for malus or clawback as operated by any business unit and/or member of the Group from time to time; and
12.1.4 any contractual terms between the Participant and any member of the Group which provide for malus or clawback,

and, in the case of clawback, clawback may be applied during the Clawback Period.

12.2 Minimum malus and clawback circumstances

The minimum malus and clawback circumstances are:

12.2.1 The Participant has engaged in conduct (including, but not limited to, a violation of the Company's code of conduct (as amended from time to time)) which the Designated Corporate Officer considers was contrary to the legitimate expectations of the Company for an Employee in the Participant's position (or the position occupied by the Participant before they left the Group).
12.2.2 The performance of the Participant or the team, business area, member of the Group or profit centre in which the Participant works has fallen materially below the level expected at the time of grant of the Matching Award.
12.2.3 Results announced for any period have been restated or subsequently appeared materially financially inaccurate or misleading as determined by the Designated Corporate Officer.
12.2.4 A business unit or profit centre in which the Participant works or has worked has made a material financial loss as a result of circumstances that could reasonably have been risk-managed, and which leads to or is likely to create reputational damage to the Group.
12.2.5 Any team, business area, member of the Group or profit centre in which the Participant works or has worked has been the subject of any regulatory investigation or has been in breach of any laws, rules or codes of conduct applicable to it or the standards reasonably expected of it.
12.2.6 The Designated Corporate Officer determines that material reputational damage has been caused to the Group or any member of the Group for which the Participant is responsible or accountable and which could have been reasonably avoided or mitigated.
12.2.7 The Designated Corporate Officer determines that, as a result of any miscalculation or use of incorrect information by the Company or any member of the Group (or any of their directors, employees or agents), the benefit received or receivable by the individual on Vesting of a Matching Award (or exercise of an option) would be, is or was incorrect.
12.2.8 The Designated Corporate Officer determines there has been a significant environmental / health & safety failure or other material risk management failure within the Group for which the Participant is responsible or accountable.
12.2.9 There has been a significant deterioration in the financial health of the Group or any member of the Group.
12.2.10 The Participant owes (for any reason, including as a debt) money to the Company or any member of the Group.
12.2.11 The Participant has ceased to be an Employee but has retained all or any portion of their Matching Award for any reason, and the Participant either joins a Competitor Organisation of any member of the Group, and/or solicits Employees of any member of the Group to exit their Group employment, within 12 months of ceasing to be an Employee. The Designated Corporate Officer will have the sole discretion to determine the definition of "Competitor Organisation".
12.2.12 Any other event as a result of which the Designated Corporate Officer considers that the application of this rule is appropriate.

12.3 Malus

Where the Designated Corporate Officer decides that malus will apply to a Participant:

12.3.1 the Matching Award will lapse wholly or in part as they may determine; and/or
12.3.2 the Holding Period will be extended by such period as they may determine; and/or
12.3.3 if the Holding Period has ended but Shares have not yet been released (because of, for example, any Dealing Restrictions), a reduced number of Shares as determined by the Designated Corporate Officer (including nil) will be released to the Participant.

12.4 Clawback

Where, during the Clawback Period, the Designated Corporate Officer decides that clawback will apply to a Participant, then the Participant must transfer to, or to the order of, the Company, for no consideration, a number of Shares equal to the gross number of Shares which they acquired pursuant to any Matching Award (or such lesser number as the Designated Corporate Officer may determine), or pay to, or to the order, of the Company an amount equal to the Market Value of such Shares (as at such date as the Designated Corporate Officer may determine) or the gross amount of cash (or such lesser amount as the Designated Corporate Officer may determine) which was paid pursuant to the Matching Award (which shall be a debt immediately due and payable) and for which purpose the Designated Corporate Officer may decide that:

12.4.1 any award, bonus or other benefit which might have been granted, Vested or paid to the Participant under this or any other arrangement will be reduced, be treated as never having been awarded or will not Vest; and/or
12.4.2 to the extent permitted by law, any amount payable in respect of the clawback may be deducted from any amount that is otherwise payable to the Participant by any member of the Group, including salary or bonus.

12.5 General

12.5.1 For the avoidance of doubt, circumstances described in rule 12.1 (Application of malus and clawback) can arise even if the Participant was not responsible for the event in question or if it happened before or after the Vesting or grant of the Matching Award.

12.5.2 Malus and/or clawback may be applied differently for different Participants or for different Matching Awards held by the same Participant in relation to the same event.
12.5.3 The Designated Corporate Officer will notify the Participant of any application of malus or clawback.
12.5.4 Without limiting rule 14.1 (Terms of employment), the Participant will not be entitled to any compensation in respect of any application of malus or clawback.

13 Changing the Plan

13.1 Designated Corporate Officer's powers

Except as described in the rest of this rule 13, the Designated Corporate Officer may at any time change the Plan, including the terms of any Matching Award already granted or Investment Shares already acquired which are:

13.1.1 to the disadvantage of the Participant; or
13.1.2 to the advantage of the Participant but only if the Plan would permit a new Matching Award to be granted on those changed terms.

13.2 Shareholder approval

13.2.1 Except as described in rule 13.2.2, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to:
- (i) the Participants;
- (ii) the limits on the number of Shares, cash or other benefits subject to the Plan;
- (iii) the basis for determining a Participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or
- (iv) the terms of this rule 13.2.1.
13.2.2 The Designated Corporate Officer can change the Plan and need not obtain the approval of the Company in general meeting for minor changes:
- (i) to benefit the administration of the Plan;
- (ii) to comply with or take account of the provisions of any proposed or existing legislation or regulation;
- (iii) to take account of any changes to legislation or regulation; or
- (iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.
13.2.3 The Company in general meeting must approve in advance by ordinary resolution any proposed change to rule Error! Reference source not found. (Plan limits).

13.3 Employees' share scheme

No amendment or operation of the Plan will be effective to the extent that the Plan would cease to be an "employees' share scheme" as defined in Section 1166 of the Companies Act 2006.

13.4 Notice

The Designated Corporate Officer is not required to give Participants notice of any changes.

14 General

14.1 Terms of employment

14.1.1 For the purposes of this rule 14, "Employee" means any person who is or will be eligible to be a Participant, or any other person.
14.1.2 This rule applies:
- (i) whether the Company, the Designated Corporate Officer, the Administrator, or any member of the Group, has full discretion in the operation of the Plan, or whether such person could be regarded as being subject to any obligations in the operation of the Plan;
- (ii) during an Employee's employment or employment relationship with any member of the Group; and
- (iii) after the termination of an Employee's employment or employment relationship, whether the termination is lawful or unlawful.
14.1.3 Nothing in the rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company or any member of the Group are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.
14.1.4 Participation or invitation to participate in the Plan on a particular basis in any year does not create any right to or expectation of invitation or participation on the same basis, or at all, in any future year.
14.1.5 The benefit to an Employee of participating in the Plan shall not form any contractual right and shall not be pensionable or benefit bearing.
14.1.6 No Employee has a right to participate in the Plan, or be considered for participation in it, at a particular level or at all.
14.1.7 Without prejudice to an Employee's right in respect of Investment Shares or a Matching Award subject to and in accordance with the express terms of the Plan, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Matching Award or Investment Shares. Any and all discretions, decisions or omissions relating to them may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and their employer, including any implied duty

of trust and confidence. Any such implied term is excluded and overridden by this rule.

14.1.8 No Employee has any right to compensation for any loss in relation to the Plan, including:
- (i) any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);
- (ii) any exercise of a discretion or a decision taken in relation to Investment Shares or a Matching Award or to the Plan, or any failure to exercise a discretion or take a decision; and
- (iii) the operation, suspension, termination or amendment of the Plan.
14.1.9 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of its rules, including in particular this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any applicable conditions, in consideration for, and as a condition of, the invitation to participate in the Plan.
14.1.10 Each of the provisions of this rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

14.2 Tax

The Participant will be responsible for all taxes, social security contributions and other liabilities arising out of or in connection with Investment Shares or any Matching Award, any payment or repayment of Contributions or the acquisition, holding or disposal of Shares or any interest in them or any changes in the rights or restrictions attached to them. If the Grantor, Nominee, Administrator or any member of the Group has any liability to pay or account for any such tax or contribution, it may meet the liability by:

14.2.1 selling Investment Shares or other Shares to which the Participant becomes entitled on their behalf and using the proceeds to meet the liability;
14.2.2 deducting the amount of the liability from any Contributions or any cash payment due under the Plan;
14.2.3 reducing the number of Shares to which the Participant would otherwise be entitled; and/or
14.2.4 deducting the amount from any payment of salary, bonus or other payment due to the Participant.

14.3 Designated Corporate Officer's decision final and binding

The decision of the Designated Corporate Officer on the interpretation of the Plan, any invitation or in any dispute relating to Contributions, Investment Shares, Matching Awards or matter relating to the Plan will be final and conclusive.

14.4 Third party rights

Nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant and no third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation to enforce any term of this Plan, provided that any member of the Group may rely on and enforce all of the terms of the Plan. This does not affect any other right or remedy of a third party.

14.5 Documents provided to shareholders

Prior to the Participant becoming a shareholder of the Company, the Company is not required to provide to Participants copies of any documents or notices normally sent to the holders of its Shares.

14.6 Costs

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant's employer or any other member of the Group to bear the costs in respect of a Matching Award to that Participant.

14.7 Employee trust

Any member of the Group may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 682 of the Companies Act 2006.

14.8 Data protection

14.8.1 Subject to rule 14.8.3, by participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to any member of the Group, trustee or third-party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:
- (i) administering and maintaining Participant records;
- (ii) providing information to members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
- (iii) providing information to future purchasers or merger partners of the Company, the Participant's employing company, or the business in which the Participant works; and
- (iv) transferring information about the Participant to a country or territory that may not provide the same statutory protection for the information as the Participant's home country.
14.8.2 The Participant is entitled to a copy of the personal information held about them (subject to payment of any fee set by the Designated Corporate Officer where charging such a fee would be lawful). If anything is inaccurate the Participant has the right to have it corrected.
14.8.3 The basis for any processing of personal information about the Participant under the EU's General Data Protection Regulation (2016/679) ("GDPR") (or any successor laws, including its incorporation into UK law as the UK GDPR) is set out in the Company's Fair Processing Notice on people@bp as well as the privacy notices held by the share plan administrators. The Fair Processing Notice and privacy notices

also contain details about how the Participant's personal information is processed and the Participant's rights in relation to that information. The Participant has a right to review the Fair Processing Notice and the privacy notices.

14.9 Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in any relevant country. The Participant is responsible for complying with any requirements they need to fulfil in order to obtain or avoid the necessity for any such consent.

14.10 Share rights

Shares issued under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

14.11 Listing

If and for so long as the Shares are listed and traded on a public market, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.

14.12 Separate provisions

14.12.1 Each of the provisions of these rules is entirely separate and independent from each of the other provisions. If any provision of any rule is found to be invalid, illegal or unenforceable, in whole or in part, in relation to a Matching Award or a Participant, the provision shall apply to that Matching Award or Participant with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.
14.12.2 To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it will be deemed, to the extent that it is illegal, invalid or unenforceable, never to have been part of these rules in relation to that Matching Award or that Participant and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions of that or any other rule.

14.13 Notices

14.13.1 Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any intranet.
14.13.2 Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or electronic means to it at its registered office or such other place, and by such other means, as the Designated Corporate Officer or duly appointed agent may decide and notify to Participants.
14.13.3 Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting.

Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

14.14 Governing law and jurisdiction

English law governs the Plan and all Matching Awards and their construction. The English courts have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any award.

SCHEDULE Participating on a cash basis

This Schedule will apply to a Participant if the Grantor determines, under rule 3.2.8, that the Participant is to participate in the Plan on a cash basis. Where this Schedule applies, the rules will apply to the Participant as varied by this Schedule.

1 Definitions

In this Schedule:

1.1 "Phantom Matching Award" means a conditional entitlement to a cash payment which corresponds to a Matching Award.
1.2 "Phantom Share" means a conditional entitlement to a cash payment which corresponds to one Share.

2 Use of Contributions

2.1 Where a Contribution is received from a Participant, no Shares will be acquired for the Participant.
2.2 The Contribution will be paid irrevocably to or to the order of the Grantor and the Participant will have no further entitlement to, interest in or lien over that money.
2.3 The Participant will be credited with a number of Phantom Shares equal to the amount of the Contribution, less the deductions described in rule 5.6 (Deductions), divided by the Market Value of a Share on a date chosen by the Administrator which is as soon as reasonably practicable after the date on which the Contribution is received.
2.4 Rules 5.1 (Timing) to 5.4 (Basis of acquisition) will not apply.

3 Grant of Phantom Matching Award

3.1 As soon as reasonably practicable after Phantom Shares are credited to the Participant on any occasion, the Grantor will grant a corresponding Phantom Matching Award to the Participant over a number of Shares equal to the number of Phantom Shares credited to the Participant multiplied by the Matching Ratio. The number of Shares may be fractional.
3.2 The rules will apply to a Phantom Matching Award as if it were a Matching Award except that it will always be satisfied in cash in accordance with rule 9.6 (Cash and Share alternative) and paragraph 6 (End of the Holding Period) of this Schedule.

4 During the Holding Period

4.1 If, during the Holding Period, the holder of a Share would be entitled to any shares, securities or other rights in respect of a Share, a corresponding number and class of Phantom Shares will be credited to the Participant for each Phantom Share which will be treated as having been credited at the same time as the corresponding Phantom Share.
4.2 If there is a rights issue or similar transaction, the number of Phantom Shares credited to the Participant will be adjusted such that the number of Phantom Shares will be that which the Participant would have held if the Phantom Shares had been Investment Shares and

sufficient of the rights arising from the Investment Shares had been sold nil-paid and the proceeds used to take up the balance.

4.3 If any cash dividend or distribution or other cash amount is payable in respect of a Share during the Holding Period and rule 11 (Corporate events) does not apply, the number of Phantom Shares credited to the Participant will be increased by a number equal to the cash amount (net of any taxes) divided by the Market Value of a Share on the date of payment.

5 Withdrawal of Phantom Investment Shares and lapse of Phantom Matching Award

5.1 The Participant may, at any time during the Holding Period, notify the Administrator in writing that they wish to withdraw of some or all of their Phantom Shares.
5.2 If the Participant does so:
- 5.2.1 the Holding Period will be treated as ending, in respect of those Phantom Shares, on a date determined by the Administrator which is as soon as reasonably practicable after receipt of the request; and
- 5.2.2 the corresponding Phantom Matching Award will immediately lapse as to a proportion of the Shares subject to it being equal to the proportion of the Phantom Shares withdrawn.
5.3 Paragraph 5.2.2 will not apply to the transfer of Phantom Shares to the Participant's personal representatives following death.

6 End of the Holding Period

As soon as practicable after the end of the Holding Period, the Grantor will arrange (subject to rule 14 (General)) for the Participant to be paid an amount equal to the Market Value of a Share on the last day of the Holding Period multiplied by:

(a) the number of Phantom Shares in respect of which the Holding Period is ending; and
(b) the number Shares subject to the corresponding Phantom Matching Award

plus the amount of any Dividend Equivalent.

7 Leaving Employment

7.1 Any eligible Contributions received by the Administrator after the Participant has left employment will be repaid to the Participant.
7.2 If the Participant dies or leaves employment, the Holding Period will be treated as having ended, in relation to the Phantom Shares, on the date of death or leaving and the corresponding Phantom Matching Award will lapse.
7.3 However, if the Participant dies or leaves employment for one of the reasons set out in rule 10.2.2:
- 7.3.1 the Phantom Matching Award will not lapse;
- 7.3.2 the Holding Period will be treated, in relation to the Phantom Matching Award, as having ended on the date of death or leaving; and
- 7.3.3 paragraph 6 (End of the Holding Period) of this Schedule will apply.

8 Change of Controls and other corporate events

8.1 If there is a Change of Control and any part of the consideration is in cash, the Designated Corporate Officer will decide, in relation to a portion of a Participant's Phantom Shares equal to the proportion of the total consideration which is in cash, whether:
- 8.1.1 the Holding Period will be treated as coming to an end on the date of the Change of Control; or
- 8.1.2 notional shares in the Acquiring Company or another body corporate determined by the Acquiring Company will be credited to the Participant as Phantom Shares (in lieu of the existing Phantom Shares) which will be treated as having been credited at the same time as the corresponding Phantom Shares.
8.2 If there is a Change of Control and any part of the consideration is in securities, the Designated Corporate Officer will decide, in relation to a portion of a Participant's Phantom Shares equal to the proportion of the total consideration which is in securities, whether:
- 8.2.1 the portion of a Participant's Phantom Shares equal to the proportion of the total consideration which is in securities will be replaced with Phantom Shares corresponding to those securities which will be treated as having been credited at the same time as the corresponding Phantom Shares; or
- 8.2.2 the Participant be paid (subject to rule 14.2 (Tax)) an amount of cash equivalent (as determined by the Designated Corporate Officer) to the value of the securities.

9 Rights of Participants

A Phantom Share or a Phantom Matching Award will not entitle the Participant to any Shares and no member of the Group is obliged to acquire or put aside any Shares or other assets to secure payments under this Schedule in respect of which the Participant will be an unsecured creditor of the Grantor.