BP PLC — Proxy Solicitation & Information Statement 2019

Apr 10, 2019

bp

BP p.l.c. Annual General Meeting

BP p.l.c.'s 110th Annual General Meeting will be held at the Aberdeen Exhibition and Conference Centre (AECC) on Tuesday 21 May 2019 and will start at 11:00am.

Admission Card

If you are attending in person, please bring this card and ID with you.

This card is formal notification to you that the Notice of Meeting and company reports are now available online.

This is an important document and requires your immediate attention.

bp.com/agm
bp.com/annualreport

Shareholder documents are now available to view or download on our website using the above links.

For those appointing a proxy: see overleaf for details

I have appointed

NAME OF PROXY

to attend/vote on my behalf. Please admit him/her to the meeting.

If you would like to appoint more than one proxy please contact the BP Registrar, Link Asset Services. Contact details are overleaf.

For those appointing a corporate representative: see overleaf for details

NAME OF CORPORATE REPRESENTATIVE

Security policy: all attendees must bring photographic proof of identity.

Tear here

BP p.l.c. AGM Proxy Form

I appoint as my proxy the chairman of the annual general meeting (AGM) to attend and vote for me at the AGM on Tuesday 21 May 2019 at 11:00am and at any adjournment of the meeting.

Event code:

or I appoint as my proxy

NAME OF PROXY

Write the name of your proxy here if you are not appointing the chairman. Your proxy may be anyone of your own choice and does not have to be a shareholder.

The board considers resolutions 1 to 22 to be in the best interest of the company and its shareholders as a whole and recommends that you vote FOR these resolutions. The board does not believe resolution 23 is in the best interests of the company and its shareholders as a whole and recommends that you vote AGAINST resolution 23.

The resolutions

The board recommends you vote FOR resolutions 1 to 22.

	FOR	AGAINST	WITHHELD
1 To receive the annual report and accounts.	☐	☐	☐
2 To approve the directors' remuneration report.	☐	☐	☐
3 To re-elect Mr R W Dudley as a director.	☐	☐	☐
4 To re-elect Mr B Gilvary as a director.	☐	☐	☐
5 To re-elect Mr N S Andersen as a director.	☐	☐	☐
6 To re-elect Dame A Carnwath as a director.	☐	☐	☐
7 To elect Miss P Daley as a director.	☐	☐	☐
8 To re-elect Mr I E L Davis as a director.	☐	☐	☐
9 To re-elect Professor Dame A Dowling as a director.	☐	☐	☐
10 To elect Mr H Lund as a director.	☐	☐	☐
11 To re-elect Mrs M B Meyer as a director.	☐	☐	☐
12 To re-elect Mr B R Nelson as a director.	☐	☐	☐
13 To re-elect Mrs P R Reynolds as a director.	☐	☐	☐
14 To re-elect Sir J Sawers as a director.	☐	☐	☐
15 To reappoint Deloitte LLP as auditor and to authorize the directors to fix their remuneration.	☐	☐	☐
16 To give limited authority to make political donations and incur political expenditure.	☐	☐	☐
17 To give limited authority to allot shares up to a specified amount.	☐	☐	☐
18 Special resolution: to give authority to allot a limited number of shares for cash free of pre-emption rights.	☐	☐	☐

19 Special resolution: to give additional authority to allot a limited number of shares for cash free of pre-emption rights.

20 Special resolution: to give limited authority for the purchase of its own shares by the company.

21 Special resolution: to authorize the calling of general meetings (excluding annual general meetings) by notice of at least 14 clear days.

22 Special resolution: Climate Action 100+ shareholder resolution on climate change disclosures.

The board recommends you vote AGAINST resolution 23.

23 Special resolution: Follow This shareholder resolution on climate change targets.

Votes cast as withheld will not be counted in the calculation of the proportion of votes for or against a resolution.

Signature of shareholder, attorney or an authorized officer of a corporate shareholder or its common seal.

Date

Daytime telephone number. This will only be used if your instructions are not clear.

FOR	AGAINST	WITHHELD
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
SIGN HERE
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/ /

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Getting to the AGM in Aberdeen

| Location
Aberdeen Exhibition and Conference Centre (AECC)
Bridge Of Don
Aberdeen AB23 8BL | Date
Tuesday 21 May 2019 | Time
Registration desks open at 9:45am, meeting starts at 11:00am |
| --- | --- | --- |

Note the different AGM location and start time. Please use the West Entrance via car park 5.

For those appointing a proxy:

Please notify the BP Registrar, Link Asset Services ("Link"). You can do this using the attached proxy form, online at bp.com/evoting or, where appropriate, through CREST to reach Link by 6pm on Friday 17 May 2019. If your proxy is not the chairman, complete the proxy form and return it to the BP Registrar, Link, and then complete this admission card and give it to your proxy to bring to the meeting.

For those appointing a corporate representative:

Please notify the BP Registrar, Link (as above). Please complete this card and ask the appointed corporate representative to bring it to the meeting together with the letter of representation appointing them as a corporate representative. A sample of a letter of representation can be found at bp.com/corprep.

Security policy:

All attendees must bring photographic proof of identity.

Guests:

Please refer to the Notice of Meeting for BP's guest permission policy and pre-registration requirements.

How to get to the AGM:

Please see bp.com/notice or the Notice of Meeting for public transport routes and more details.

This proxy form is formal notification to you that the Notice of Meeting and company reports are now available online.

The reports available online contain the information you need for a full understanding of the resolutions to be put to the meeting. Shareholders should read all the documents before voting or attending the meeting.

bp.com/evoting

You can vote your shares online using the above address and selecting the ordinary/preference shareholders option.

bp.com/agm

Information about the AGM and the notice of meeting is available to view or download on our website using the above address.

bp.com/annualreport

BP's reports are now available to view or download on our website using the above address.

bp.com/papercopies

If you would like to receive a paper copy of a company report, please order online using the above address.

How to fill out your proxy form

• To instruct your proxy to vote your shares according to your wishes, sign the form and mark X in the relevant voting boxes.
• To instruct your proxy to vote your shares at their discretion, sign the form and leave the voting boxes blank.
• If you are appointing someone other than the chairman, write his/her name in the box on the form, sign it yourself, send it to the BP Registrar and give your proxy your admission card. Your proxy will need to bring his/her photographic identification to gain entry to the meeting.
• If the proxy form has been signed on your behalf by your attorney, he/she should send it to the BP Registrar, along with a certified copy of the relevant power of attorney appointing him/her.

By what date

• To vote at the AGM, your name must appear on the register of members by 6pm (BST) on Friday 17 May 2019.
• The BP Registrar, Link must receive your proxy appointment by 6pm (BST) on Friday 17 May 2019.

Paper proxy form

• BP p.l.c. no longer sends paper proxy forms by default. If you require a paper proxy form, please contact the BP Registrar on an annual basis prior to the AGM. Contact details are below. If you want a paper proxy form for the 2020 AGM, please tick the box below and return this form in the reply paid envelope provided.
• Please note that requests for paper proxy forms for the 2019 AGM will only be accepted until 5pm (BST) 10 May 2019 to allow time for these to be posted and returned by you. After this date you will need to vote online or attend the meeting in person.

☐ I would like to receive a paper proxy form for the 2020 AGM.

Contact details

Please use the reply-paid envelope provided, or mail your completed form to The BP Registrar, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK.

Contact the BP Registrar, Link Asset Services, on freephone 0800 701 107 inside the UK or +44 371 277 1014 from outside the UK.