The BP p.l.c. Restricted Share Plan II: 2016 Summary Information UK and Most of World Participants

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1 Introduction» This document provides information in respect of Restricted Share Units (RSUs) granted from March 2016 and summarises the operation of the rules of the BP p.l.c. Restricted Share Plan II ( RSP II ) as amended from time to time.» This document provides guidance only and is not legally binding. Participation in the RSP II is strictly subject to the rules of the RSP II. In the event of any conflict between this document and the rules, the rules of the RSP II will prevail.» The RSP II is a discretionary plan and any grants made under it are discretionary. As such, BP may vary or withdraw the RSP II at any time. 1) General» You have to be nominated by BP in its sole discretion to participate in the RSP II.» Grants under the RSP II are made on a quarterly basis in March, June, September and December each year. Grants are generally made to support: a) a recruitment package; b) a retention package; c) a one-off recognition package.» The RSUs are personal to you in your capacity as an employee of BP. They are not being offered as part of a public offer. 2) Eligibility» To be eligible for a grant under RSP II, you must be on BP s payroll at the time of processing the grant and not under notice of termination.» For new employees, grants will generally be made during the next quarterly grant cycle after employment commences. 3) Restricted Period» These RSUs are subject to a pre-determined restricted period which is usually 3 years, but this may differ at the discretion of the Designated Corporate Officer or his/her appointed designee. During the restricted period, your RSUs accrue notional dividends which are reinvested into additional RSUs.» RSUs are granted to you on the basis that you remain an employee of BP for the restricted period and may be subject to performance conditions.» If your employment terminates prior to the end of the restricted period, this will impact the conversion of RSUs into shares and the release of those shares (see Section 6 below). 1 Current as at March 2016

2 4) Conversion of RSUs and Release of Shares» Shortly after the end of the restricted period, BP will convert the final number of RSUs into shares and withhold any applicable income and employment taxes (see Section 10). The net shares will then be released to your Vested Share Account with Computershare, from which you are free to sell or transfer the shares. 5) Cash Units» In limited circumstances, BP, in its sole discretion, may decide to grant Restricted Cash Units ( RCUs ) instead of RSUs. The information provided in this summary also applies to grants of RCUs, with the exception that a grant of RCUs will give participants a right to receive a cash sum only. No shares will be released in satisfaction of RCUs. 6) Leaver Provisions» Generally, if you cease to be an employee, e.g. you resign or are dismissed, before the end of the restricted period, then all of your RSUs lapse on the date you cease to be employed and you are not entitled to any shares.» However, if your employment terminates for any of the following exceptional reasons more than 12 months after the start, but before the end, of the restricted period, then your grant does not lapse:- Termination by your employing company as a result of ill-health, injury or disability; Your employing company ceasing to be under the control of BP p.l.c.;» Also, if: There is a transfer of the undertaking in which you work to a person not under the control of BP p.l.c; Redundancy. a) your employment terminates by mutual agreement between you and BP to an agreed exit date occurring after the end of the calendar year of grant; b) you give BP at least six months after you give BP notice of your intention to leave; and c) you complete the form found on My HR to start the process of discretionary treatment prior to your exit and you adequately complete a management of change handover process then BP may in its sole discretion allow the RSUs to continue to vest according to the original terms.» Should you cease to be an employee and you are permitted to retain your RSUs for any of the reasons outlined above, your RSUs may lapse if, prior to vesting, you join a competitor organization of any member of the BP Group within 12 months of ceasing to be an employee. BP has the sole discretion to define competitor organization. 2 Current as at March 2016

3 7) Ceasing to be employed after the end of the restricted period but before the conversion of RSUs or release of shares» If you cease to be a BP employee after the end of the restricted period but before the conversion of RSUs into shares or the release of those shares to you, the RSUs will not lapse. 8) Forfeiture» Notwithstanding any other rule of the SVP, BP can decide to alter or cancel any or all of your RSU grants previously made ( malus ) or RSU grants vested under this Plan ( clawback ) if the Designated Corporate Officer of BP determines, in its sole discretion, any of the following: a. You have engaged in conduct (including, but not limited to, violation of the BP Code of Conduct) which was contrary to the legitimate expectations of BP; b. You were involved in the determination of the financial results for BP, and those results needed to be restated or subsequently appeared to be materially inaccurate or misleading; c. The business unit in which you worked has made a material financial loss as a result of circumstances that could reasonably have been risk-managed and which could reasonably lead to reputational damage to BP; d. The business unit in which you work or worked is or has been the subject of any regulatory investigation or has been in breach of any laws, regulations or codes of conduct applicable to it or the standards reasonably expected of it; e. You are responsible, directly or indirectly, for material reputational damage to BP, and which damage could have been reasonably avoided or mitigated; or f. Your grants are subject to malus or your awards are subject to clawback as a result of any other event the Designated Corporate Officer deems appropriate.» Should the Designated Corporate Officer determine that malus applies to a grant, your RSU(s) may lapse, any vesting period for any or all RSU(s) may be extended, and/or the number of shares applicable to any or all RSU(s) may be reduced. In addition, the Designated Corporate Officer may determine that you will be required to pay back to BP any RSU(s) previously granted or awarded to you under this Plan, looking back a maximum of 6 years. Should the Designated Corporate Officer so determine, then you must immediately pay back all such amounts to BP in an amount equal to the market value of such shares which have been previously been awarded to you, as determined in the sole discretion of the Designated Corporate Officer. 3 Current as at March 2016

4 9) Death» In the event of your death, your RSUs will vest immediately and be released to your estate or personal representative as soon as possible. This release will normally be in the form of shares unless securities restrictions force a cash settlement. 10) Taxation» You will normally be liable to tax following the end of the restricted period when the RSUs are converted to shares. BP will, where required, deduct any tax and social insurance due by reducing the number of shares released to cover the amount of tax owed. It is your responsibility to comply with any tax declarations required by local tax legislation.» In countries where tax withholding is not required, employees will receive a gross amount of shares and will be responsible for reporting and settling their own tax obligations.» For expatriates, shares released under the RSP II will be Tax Equalised, i.e. BP will deduct hypothetical tax and social security at the time of release based on home country tax and social insurance rates. BP will be then responsible for paying any actual tax arising. 11) Documentation» The Computershare website enables you to access up-to-date information on all of your BP Share Plan holdings. Following your grants of RSUs, you will be notified by that your account has been updated. To ensure that you receive all future communications it is your responsibility to keep your preferred address details up to date. The Computershare website details are as follows:- A copy of the latest annual report and accounts is available on BP s Internet site at On the Computershare website you will have access to a Disclaimer form if you wish to waive your rights to an RSP II grant. If you so desire, a Disclaimer must be completed and returned to the address on the form within 80 days of the grant being made.» A full copy of the rules of the RSP II in English can be obtained free of charge and within a reasonable time of you requesting them. Please send your request in writing to BP p.l.c. HR Group Reward, Share Plan Services, 2nd Floor, 1 New Square, Bedfont Lakes, Feltham, TW14 8HA, United Kingdom.» If you require a copy of the rules in your local language, Share Plan Services can arrange for a translation to be made. 4 Current as at March 2016

5 12) Data Protection» Computershare Investor Services PLC is the Plan Administrator of the RSP II. Computershare is an international company. In order to maximise system availability, optimise computer response times and ensure that data is appropriately backed-up, Computershare may provide some services via another member of the Computershare Group in a country where data protection laws and standards differ from those in your home jurisdiction including India, Australia, the UK and the United States. For users based in Europe this means that Computershare may send information which you have provided or which Computershare uses in providing its services to countries outside the European Economic Area. The personal information held will be limited to that required to administer your share plans and will not be used for any other purpose.» The data will be held in secure registers that are not open to public inspection. The systems and procedures follow strict privacy and security requirements that are consistent with BP s data protection and security policies, the Data Protection Directive of the European Union as well as local legal requirements wherever BP and Computershare processes personal data. BP will, at all times, ultimately remain responsible for the processing of your personal information by Computershare.» If you have any queries relating to how your personal data is processed, you should contact your local Share Plan Administrator. 13) Employment» Your participation in the RSP II does not form part of your contract of employment and is strictly governed by the rules of the RSP II. The rules contain limitations on your rights under the RSP II. You have no right to compensation for any loss in relation to the RSP II, on termination of your employment or otherwise.» There is no guarantee that the RSP II will be operated in future years, or, if it is operated, that you will be selected for participation in it. The grant in this year does not therefore create any right to or expectation of a grant on the same basis or at all in any future years.» Nothing in the rules or operation of the RSP II forms part of your contract of employment or employment relationship with BP.» The benefit to you of participating in the RSP II shall not form any contractual right for any purpose and shall not be pensionable, be benefit bearing or form part of your basic pay. 14) Miscellaneous» Notwithstanding anything contained herein to the contrary, BP may cancel any grant made to you in error. 5 Current as at March 2016

6 15) Restrictions on Dealing in BP Shares and Securities» You may not sell BP shares while you are in possession of material inside information regarding BP. For further information about your obligations and restrictions regarding trading in BP shares under the insider trading laws and the BP Code of Conduct, refer to the Restrictions on Dealing in BP Shares and Securities and Insider Dealing FAQs and other related documents, which can be found at: 6 Current as at March 2016

7 Country Specific Information» Country-specific requirements may apply to your participation in the Plan. Legislation in respect of Securities Laws and Exchange Controls varies between jurisdictions. The applicable local securities laws and other legislation may impose special requirements regarding the acquisition and holding of BP shares. In many cases you are subject to the laws prevailing in the jurisdiction where you reside when a grant is made. You are responsible for making yourself aware of any applicable legislation.» By participating in the Plan, you acknowledge and accept that it is subject to the country-specific restrictions and requirements if you reside in any of the countries listed below. It is also important to understand that if you are transferring to a BP Group entity in another country, you may need to comply with any country-specific restrictions applicable to the Plan in your new country of residence.» If you are a participant residing in one of the areas or countries specified below, BP is obliged to give you the following information: European Union» The following additional information is being provided in order for the offer under the Plan to fall within Article 4.1(e) and 4.2 (f) of EU Directive 2003/71/EC (as amended by EU Directive 2010/73/EU), which is the employee share plan exemption from producing a prospectus.» The securities are being offered by BP p.l.c. in accordance with the Plan rules. The reason for the offer under the Plan is set out in this Grant Document. Additional information on BP, including the current share price, can be found on the company s website at The maximum number of ordinary shares of BP p.l.c. that can be awarded under the Plan will not exceed 10% of the issued ordinary share capital of the Company from time to time.» Shares acquired under the Plan shall rank equally in all respects with shares of the same class then in issue. Participants in the Plan will only become entitled to any dividends on the shares or be entitled to vote in respect of the shares once the shares subject to Awards vest and they become the legal owner of the shares. Details of the rights attaching to the Shares, which are ordinary shares, is set out in the BP Articles of Association. If you would like a copy of the Articles of Association, please contact the Company Secretary s Department. Argentina» The Plan is not a public offer in Argentina and is not subject to the supervision of any governmental authority in Argentina. The offer is only directed at the individual to whom the offer is specifically addressed. The Plan is an opportunity to invest in shares and is not risk free. Australia» Any advice given by BP p.l.c. or any of its associated bodies corporate in connection with the Awards or the Plan does not take into account your objectives, financial situation or needs. You should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission to give such advice.» We undertake, on request, at no charge and within a reasonable time, to provide you with a full copy of the rules of the Plan and trust deed for any employee benefit trust. 7 Current as at March 2016

8 Country Specific Information» As BP Shares are listed on the London Stock Exchange, the market price of ordinary shares in BP can be ascertained by visiting the website of the London Stock Exchange ( and the Australian dollar equivalent of that price by applying the prevailing GBP/AUD exchange rate published by the Reserve Bank of Australia, which is accessible at the following link: Risk warning» There is a risk that BP shares may fall as well as rise in value through movement of equity markets. Market forces will impact the price of BP shares, and at their worst, market values of BP shares may become zero if adverse market conditions are encountered. As the price of BP shares is quoted in Great British Pounds, the value of those shares to you may also be affected by movements in the GBP/AUD exchange rate. Austria» A document was compiled in accordance with s3 ss1 no12 of the Austrian Capital Market Act (KMG) and the corresponding Regulation of the Financial Market Authority (Finanzmarktaufsicht FMA) on the mandatory requirements as to the content of a document replacing a prospectus, as published in the Austrian Federal Gazette BGBl II No. 236/2005. This document replaces a prospectus in accordance with the Austrian Capital Market Act. Brazil» The Plan is not a public offer in Brazil, and therefore it is not subject to registration with the Brazilian authorities. The Plan is an opportunity to invest in shares and is not risk free. Canada (participants in Quebec)» The parties have expressly requested that this document, all documents incorporated into it by reference, any notices or other documents to be given under it, and other documents related to it be drawn up in the English language.» Les parties aux présentes ont expressément exigés que la présente convention et tous les documents qui y sont incorporés par renvoi, ainsi que tout avis donné en vertu de la dite convention ou tout autre document qui s'y rapporte, soient rédigés en anglais. China Special terms In order to operate the RSP II for employees in China, exchange control approval has been obtained on your behalf from the State Administration for Foreign Exchange ("SAFE") in China.» Under the terms of the approval for the RSP II, SAFE has imposed a number of specific conditions which must be complied with.» By participating in the RSP II, you agree to abide by and be bound by the Rules of the RSP II, as well as the special terms imposed by SAFE as set out below. 8 Current as at March 2016

9 Country Specific Information Application» These special terms apply to all Chinese nationals as well as any non-chinese employees who are (i) directly employed by a BP subsidiary company in China; and (ii) have been resident in China for more than 12 months. Transfer of vested shares» On Vesting, the shares will be transferred into your Vested Share Account with Computershare. You are then free to hold or sell the shares as you wish, subject only to any dealing restrictions that may apply.» You may not, however, transfer (or otherwise dispose of) your shares, as this is not permitted under the terms of the SAFE approval. Leaving employment» Notwithstanding anything to the contrary in the RSP II rules, if you cease to be an Employee of a Member of the BP Group for any reason, the SAFE approval for the RSP II requires that you cannot (i) continue to participate in the Plan, or (ii) keep any vested shares acquired under the RSP II.» SAFE specifically require that all vested shares are sold and the net proceeds are paid to your bank account in China within 6 months of the date on which you cease to be an employee.» If you leave for one of the exceptional reasons as set out in the Plan Rules, your RSUs will not lapse when you cease to be an employee and will continue to vest in accordance with the original vesting schedule. Any RSUs which subsequently vest at the end of the Restricted Period will, however, be settled in cash, which will be paid into your bank account in China. The RSUs cannot be settled in shares, as it is not permissible for any leaver to acquire shares after they have ceased to be an employee. Germany» Any rights and entitlements pursuant to the BP p.l.c Restricted Share Plan II are granted on an exclusively voluntary basis. Even if there is a repeated grant of rights and without express notification that the grant is paid voluntary, no legal claim for future grants exists. The grant remains in the complete discretion of BP p.l.c. In particular, BP p.l.c. reserves the right to determine the scope of beneficiaries and the conditions of the BP p.l.c Restricted Share Plan II.» Employees are required to make minor notifications to the Bundesbank on any transfer or receipt of funds (e.g. on the sale of shares or dividend payments) of more than EUR 12,500. The notifications are usually made by the local bank that effects the transfer of funds. Hong Kong» The contents of the Plan documents have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer under the Plan. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. 9 Current as at March 2016

10 Country Specific Information Mexico» This offer is not public and is only directed at the individual to whom the offer is specifically addressed. The Plan is an opportunity to invest in shares and is not risk free.» The offer is made at the sole discretion of BP p.l.c. (not the local employing company) and the offer does not, in any way, imply the existence of any labour relationship between the participant and BP p.l.c. Participants acknowledge and agree that the offer does not form part of their contractual remuneration and therefore shall not, under any circumstances or for any purposes, be considered as a labour benefit.» Participants acknowledge and agree that any offer to participate in the Plan is discretionary, and that receiving an offer to participate in the Plan in one year does not guarantee that the participant will receive an offer to participate in the future. New Zealand General information» You are being offered ordinary shares in BP p.l.c., which are listed on the London Stock Exchange. This investment gives you a stake in the ownership of BP. You could receive a return if BP becomes more valuable, and you may receive dividends if BP decides to pay them.» If BP runs into financial difficulties and is wound up, shareholders will only be paid after all other creditors have been paid, resulting in you losing some or all of any money you have invested. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.» These financial products are quoted or approved for trading on the London Stock Exchange. This means that you can sell your investment on the London Stock Exchange if there are buyers for it. If you sell your investment, the price you get may vary depending on factors such as the financial condition of BP. You may receive less than the amount you paid for it. Turkey» This document is for information purposes only and no information herein is provided for the purpose of offering, marketing and sale by any means of any capital market instruments in the Republic of Turkey. Therefore, this document may not be considered as an offer made or to be made to residents of the Republic of Turkey. Neither the Plan nor the issuance and/or sale of the underlying BP Shares has been or will be registered with the Turkish Capital Market Board (the CMB ) under the provisions of the Capital Market Law (Law No. 6362). As a result, the BP Shares acquired on transfer or at vesting may not be offered or sold within the Republic of Turkiye under prevailing capital markets regulations. However, according to Article 15(d)(ii) of the Decree No. 32, there is no restriction on the purchase or sale of the BP Shares by residents of the Republic of Turkey, provided that they purchase or sell such BP Shares in the financial markets outside of the 10 Current as at March 2016

11 Country Specific Information Venezuela Republic of Turkey, and such sale and purchase is made through banks, and/or licensed brokerage institutions in the Republic of Turkey. Neither this document nor any other material may be utilized in connection with any offering to the public within the Republic of Turkey without the prior approval of the CMB.» The Plan is not a public offer in Venezuela and is only directed at the individual to whom the offer is specifically addressed. The Plan is an opportunity to invest in shares and is not risk free. 11 Current as at March 2016