Thank you, Carl-Henric and thank you for your leadership and support over the last year.

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1 Safety, trust & value - Bob Dudley s speech to BP s Annual General Meeting Speaker: Bob Dudley Speech date: 12 April 2012 Venue: Excel conference centre, London, UK Thank you, Carl-Henric and thank you for your leadership and support over the last year. Our non-executive directors have a wide range of experience, not only in energy but areas such as safety, engineering and finance. And as a management team we greatly appreciate their scrutiny and expertise. I also want to add a personal welcome to all of you and to say thank you for sticking with BP through the past couple of years. It has been a challenging period. We have continued to apply the lessons from the Deepwater Horizon accident. And we have continued to make BP fit for the future strong enough to grasp the new opportunities we face but wise enough to manage the risks they bring with them. As Carl-Henric has said, BP continues to learn the lessons of 2010 and continues to make changes to enhance our systems and processes and our ability to operate safely and effectively. Let us look at the company that we are today: All our BP operations, with the exception of those recently acquired, apply a single operating standard. Our upstream has undergone the biggest change in 20 years by moving from a series of local businesses to global teams that apply global standards from Aberdeen to Angola to Azerbaijan. We have put in place new checks and balances largely through a new team of safety experts who work alongside our business leaders and can intervene if necessary. We have renewed the company s performance and reward system rewarding safety and teamwork alongside financial and operational outcomes and we launched a renewed set of values and a refreshed code of conduct. We re a smaller company today - but also a stronger one investing boldly in what we do best. At the same time we are divesting assets that are less strategic or competitive.

2 When I spoke to you last year, those changes were just beginning. Today they have mostly been made. Then, we were largely focused on stabilizing the ship. Today we have set a course and we are moving forward with increasing speed. We have made progress by focusing on three simple priorities - Striving for continuous improvement in safety and risk management; - Earning back trust; - And third, growing value for our shareholders by playing to BP s strengths. Today I m going to divide my remarks into two sections first looking back on how we drove those priorities of safety, trust and value in and then looking ahead to the way we plan to further drive them in the next three years. And as I am looking forward, I have to show you this cautionary legal statement i that essentially points out that the future is always uncertain. Looking back in review In 2011 much of our focus was on laying the foundations for a stronger and safer BP. Safety A major structural change was the establishment of a new corporate safety team our safety and operational risk management organization - or S&OR as we call it in BP. The leader of S&OR reports directly to me and the organization has two clear roles. First it has a central team of experts who design and maintain the group standards. These standards are kept under review and they are updated often in light of information from the field and progress in technology. Second, S&OR has hundreds of deployed staff who work alongside the people who manage and run our operations in rigs, refineries and other plants. They re not part of the business line management they re independent and their remit is to provide advice but also challenge. They need to approve

3 appointments of safety-critical staff for example. And if they believe that an operation needs to stop - then it stops. And last year there was continued progress. We had fewer days away from work, fewer recordable injuries, fewer losses of primary containment such as spills and leaks. But we are anything but complacent. Safety is a never ending journey of learning and improvement and it will always be good business. Also last year we restructured our upstream business into three global divisions exploration, developments and production. This allows us to establish and propagate standards globally - so that, for example, we have standardized BP drilling and wells operations. This organizational change was the biggest change for the upstream business in a very long time. Also in 2011, we carried out a very large number of turnarounds where we take an asset out of service for a major maintenance overhaul. We carried out 47 turnarounds in the upstream in 2011 an unprecedented number. Trust Let me move onto the subject of trust. I believe that trust comes from doing what you say you are going to do. And this is how we have sought to act in the Gulf of Mexico region. From the beginning, we stepped up to our commitments to the communities in the region, and we've worked hard to deliver on those commitments for nearly two years. Our guiding principle was not to do the minimum as required by law but to do the right thing. We have continued to devote people and resources to the area and we are seeing recovery. The beaches are open and 2011 was a great year for tourism. Independent studies have shown that Gulf seafood is safe to eat. In February, we achieved an important milestone in the legal proceedings when we reached a proposed settlement with the Plaintiffs' Steering Committee representing thousands of people who have brought claims. BP has estimated that the proposed agreement will cost around $7.8 billion and would resolve the substantial majority of legitimate economic loss and medical claims.

4 Aside from that, BP has spent more than $22 billion toward meeting its commitments in the Gulf, including more than $8 billion paid to individuals, businesses and government entities, as well as around $14 billion spent on the operational response. Another way in which we build trust is to be consistent all over the world. And so last year the management team spent a lot of time discussing the values we wanted BP to exhibit and we came up with our five simple, personal qualities that we believe the company stands for safety, respect, excellence, courage and one team. These are more than words they are how we work. These values are built into our performance management and reward system. As of last year, BP s people are now paid not only on their contributions to business results but on their contributions to safety and risk management and behaviours that exhibit our values. Value Turning from personal and corporate values to shareholder value, 2011 was a solid year, both in terms of in-year performance and in positioning BP for the years ahead. We had an outstanding year for access to new acreage. We were awarded 55 licences in 2011 alone, making a total of 84 in 12 countries since We also saw good progress in our operations. The large number of turnarounds and the temporary cessation in Gulf of Mexico activity did affect our production. But in October, as many operations came back onstream, production started to rise again and increased by five per cent - or 170,000 barrels per day- between the third and fourth quarters. Also in October we received our first permit since 2010 to drill a new well in the Gulf of Mexico where we now have five rigs up and running. In the downstream, performance kept improving and the business ended the year with a record underlying pre-tax profit of $6 billion. In the alternative energy business, we focused our activity on biofuels and wind the two areas where we believe we can build substantial businesses.

5 And we invested for growth acquiring a new ethanol business in Brazil and taking the total number of wind turbines in the US to over 1,000. Our headline profit for the full year was $23.9 billion, compared to a loss of $4.9 billion in This enabled us to increase the dividend by 14 per cent, as the Chairman has said the first rise since we resumed paying a dividend a year before. Looking ahead 2012 and beyond So now let s look ahead to the rest of 2012 and the years beyond - once again through the lenses of safety, trust and value. Safety In safety and risk management, as I mentioned we have renewed our foundations and are focusing on three big principles to drive continuous improvement. The first is strong safety leadership with leaders spending time in the field and maintaining a culture of great sensitivity to risk. The second is to ensure we use our operating management system to its full potential and use it to continue to drive safe operations and continuous improvement. Third is the principle of checks and balances - inspections, audits, checks by line managers, by S&OR and even by external assessors. Trust In terms of trust, we will continue to meet our commitments in the Gulf of Mexico region and will continue to fund restoration and research. Our business in the US is important where we have 23,000 employees. We will also continue to play an active part in society everywhere we work. Here in Britain, for example, we employ more than 15,000 people and we have increased our graduate recruits by 50% this year. Our commitment to the North Sea remains as strong as ever. We are now planning to invest a further 10 billion with our partners over the next 5 years and this should provide 3,000 more jobs.

6 And we also help build skills for future generations. Our Schools Link programme has linked BP employees to local schools for 40 years and we have strong partnerships with leading universities in Britain and around the world. This year of course, we are making a particular contribution to the UK as the official oil and gas partner for the London Olympics and Paralympics. We will provide advanced fuels and engine oils for over 5,000 official vehicles. We will help all ticketed spectators offset their carbon footprint as they travel to the Games. Value So let s turn from sporting competition to business competition. How is BP going to compete in the years to come? As you may have seen we have laid out a very straightforward 10-point plan to grow value. The plan includes five things you can expect from BP - and five things you can measure. Let me take you through them briefly. The first point, as you would expect, is that we will continue to have a relentless focus on safety and risk management. The second point is that we will play to our strengths. BP is what is known as a super major a global energy company with operations all along the energy supply chain. But each stage of the chain is becoming more complex and we need to focus on BP s distinctive strengths. And we are investing in these strengths. They start with exploration we re good at finding oil and gas. We also have strengths in managing deepwater operations, giant fields and gas value chains. We have a world-class downstream business. We have some industry leading technologies. And we have strong relationships we would not have lasted over a century without those. We re now investing in these strengths and divesting in other areas. For example, we are investing in exploration but divesting mature oil and gas fields that other companies can specialize in such as in the southern North Sea and

7 some fields in the Gulf of Mexico. We re investing in refineries that are well positioned and well configured such as Whiting in the mid-west of the US but divesting those refineries that are less well positioned or configured. The principle is to prioritize value over volume and quality over quantity. We re exploring in four main deepwater areas - the Gulf of Mexico; North Africa; the South Atlantic; and South East Asia and Australasia, We have gas value chains around the world shipping gas from Trinidad to Europe and from Indonesia to China and most recently from the Indian Ocean to customers in India with our partners in Reliance Industries. Giant fields under BP s operation include Mad Dog in the Gulf of Mexico, Clair in the North Sea, Rumaila Iraq s biggest field - Tangguh in Indonesia and Shah Deniz in the Caspian Sea. We re investing for quality in our downstream business for example in the major upgrade of the Whiting refinery. Technology is being used in support of safety and value creation. One current example is the system of wireless corrosion monitors that is being deployed in our refineries to monitor pipes and valves. Moving back to the 10 point plan - point three is that we will be stronger and more focused. And this comes about largely through the strengthening of our portfolio. Point four is that we will be simpler and more standardized that s what you re seeing with the new S&OR organization and the new upstream structure to drive standards throughout BP. We ve also promised to give shareholders more visibility of the value in our businesses and we are delivering on that promise. So, for example, in our full year results, we reported separate figures for the three parts of the downstream fuels, lubricants and chemicals and will do the same for TNK- BP in Russia. Turning to what you can measure, we have pledged that active portfolio management will continue. In 2012 we will continue to strengthen our portfolio through divestments, with a total of $38bn expected between 2010

8 and the end of next year. The expected total of announced divestments now stands at around $23 billion. Point seven is that we plan to bring onstream new upstream projects with higher unit cash margins. In fact we expect to see 15 new projects coming onstream in the next 3 years with margins around double the existing average if we assume oil prices of $100 dollars a barrel and excluding TNK-BP s contribution. Having a stronger portfolio with higher margins means we will create more cash and our goal is to generate 50% more operating cash flow by 2014 working on assumptions that again include $100 oil. The full details of these calculations and assumptions are in our Annual Report and Accounts. Point nine of the plan relates to how we use that cash. The plan is to reinvest half of it in the portfolio of assets so it gets stronger all the time - and to use the other half for other purposes such as distributions to our shareholders or paying down debt. All of that requires financial discipline and a strong balance sheet and we aim to keep gearing in the lower half of the 10-20% range. So that s the 10 point plan in summary but what can you expect to see year by year? This is what we showed to investors when we presented our results in February. You can expect 2012 to be a year of milestones as we invest around $22 billion. We plan to start up six new projects and have eight rigs at work on BP-operated fields in the Gulf of Mexico. We plan to deliver $2 billion in underlying downstream performance improvement compared to And we also expect to complete our payments into the Gulf of Mexico Trust Fund this year. Then in 2013 and 2014, as investment continues, you should expect to see greater financial momentum coming through in our operations. A further nine new projects are planned to start up with strong cash margins. The upgrade at the Whiting refinery is planned to come onstream. Divestments are expected to reach $38 billion as I mentioned. All of this means that by 2014 we expect to see an approximate 50% rise in operating cash flow over Conclusion

9 This is just the beginning of the next chapter in BP s history and that chapter will bring its own opportunities and challenges. Our analysis set out in our Energy Outlook to 2030 is that energy demand in all forms is set to increase up to 40% by mainly driven by growth in emerging economies. The world is going to need new sources of energy supply and that is why BP is investing across the spectrum of energy types from Brazilian ethanol to natural gas in Indonesia to Canadian heavy oil. The energy of the future will be a mix of hydrocarbons and alternatives a mix that constantly evolves as we make the long wave length transition to a lower carbon economy. We are acting to make BP fit for that future. For example, we advocate carbon pricing and we ensure that our projects can be competitive in a world where carbon is priced by factoring in a cost of carbon when we look at the business case.. So I hope that you leave here today clearly appreciating how BP has changed. We have come through a major crisis and we have been tested to the limit. We have a very clear plan for our future and yours as shareholders. Time prevents me from going into more detail but I encourage you to pick up the information you ll be offered as you leave and read the articles and reports on what BP is doing around the world. It s all about safety, trust and value. In terms of safety, we have put in place new structures, new standards and new expertise. In terms of trust, we are meeting our commitments in the US and retaining the confidence of governments, customers and investors. In terms of value, we are on a course to build our business and reward our shareholders by playing to strengths. I want to record my thanks to BP s people, without whom this progress would not have been possible. And as I said at the start, we are deeply grateful to all of you for supporting BP.

10 Without your support, we would not be here today. But thanks to your support, we plan to be here tomorrow and for many years to come. Thank you. i Forward-looking statements - cautionary statement This presentation and the associated slides and discussion contain forward-looking statements, particularly those regarding: expectations regarding financial momentum in 2013 and 2014; BP s outlook on global energy trends to 2030; expected increases in investment in exploration and upstream drilling and production; anticipated improvements and increases, and the sources and timing thereof, in pre-tax returns, operating cash flow and margins, including generating around 50% more annually in operating cashflow by 2014 versus 2011 at US$100/bbl; divestment plans, including the anticipated timing for completion of and final proceeds from the disposition of certain BP assets; expectations and plans for increased investment, increased distributions to shareholders and repayment of debt; the restoration of high value production following turnarounds in 2011; the expected level of planned turnarounds; the quarterly dividend payment; the strength of the balance sheet; the expected increase in exploration activity; expectations for drilling and rig activity generally and specifically in the Gulf of Mexico; the level of performance improvement in Refining and Marketing; the timing and composition of major projects including expected start up, completion, level of production and margins; the timing for completion of the Whiting refinery upgrade; the magnitude and timing of remaining remediation costs related to the Gulf of Mexico oil spill; timing and quantum of contributions to and payments from the $20 billion Trust Fund; plans to continue improving the risk management process expectations regarding the reduction of net debt and the net debt ratio; the expected level of production in the first quarter of 2012 and in full-year 2012; plans to continue to seek opportunities and prospects in BP s areas of strength, such as deepwater, gas value chains and giant fields; BP s plans to report TNK-BP as a separate segment in BP s financial accounts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or may occur in the future. Actual results may differ from those expressed in such statements, depending on a variety of factors including the timing of bringing new fields onstream; future levels of industry product supply; demand and pricing; OPEC quota restrictions; PSA effects; operational problems; general economic conditions; political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; changes in taxation or regulation; regulatory or legal actions including the types of enforcement action pursued and the nature of remedies sought; the actions of prosecutors, regulatory authorities, the Gulf Coast Claims Facility and the courts; the actions of all parties to the Gulf of Mexico oil spill-related litigation at various phases of the litigation; the impact on our reputation following the Gulf of Mexico oil spill; exchange rate fluctuations; development and use of new technology; the success or otherwise of partnering; the successful completion of certain disposals; the actions of competitors, trading partners, creditors, rating agencies and others; natural disasters and adverse weather conditions; changes in public expectations and other changes to business conditions; wars and acts of terrorism or sabotage; and other factors discussed under Risk factors in our Annual Report and Form 20-F 2010 as filed with the US Securities and Exchange Commission (SEC). Statement of Assumptions - The operating cash flow projection for 2014 reflects our expectation that all required payments into the $20 billion US Trust Fund will have been completed prior to The projection does not reflect any cash flows relating to other liabilities, contingent liabilities, settlements or contingent assets arising from the Macondo incident which may or may not arise at that time. We are not today able to reliably estimate the amount or timing of a number of contingent liabilities. Cautionary note to US investors - Terms used in this presentation, such as resources, non-proved resources and references to projections in relation to such that the SEC s rules prohibit us from including in our filings with the SEC. U.S. investors are urged to consider closely with the disclosures in our Form 20-F, SEC File No This form is available on our website at You can also obtain this form from the SEC by calling SEC-0330 or by logging on to their website at Tables and projections in this presentation are BP projections unless otherwise stated. April 2012