TIDM74WM

RNS Number : 0567K

BP Capital Markets PLC

16 December 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,

CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES

OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

16(th) December 2022

Notice to holders of the GBP400,000,000 1.00 per cent.

Guaranteed Non-Dilutive Bonds due 2023 (the "Bonds") (ISIN: XS1410519976)

of BP Capital Markets p.l.c. and guaranteed by BP p.l.c.

Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds (the "Conditions").

The Issuer is making this announcement ahead of the start of an upcoming Conversion Period pursuant to Condition 5(a)(ii)(A).

Bondholders are hereby reminded that, in accordance with the Conditions, the Conversion Period:

   --      will start on (and include) 2 January 2023; and

-- is scheduled to end on (and include) 14 March 2023, being the Final Exercise Date (pursuant to its definition as the 31(st) Scheduled Trading Day before the Final Maturity Date).

As such, pursuant and subject to the Conditions, the following calendar will apply in respect of any exercise of the Conversion Right in respect of any Bond:

 
 Date of delivery of Conversion Notice (1)(2)   Conversion Date (2)   Calculation Period (1)       Settlement Date (3) 
---------------------------------------------  --------------------  ---------------------------  -------------------- 
 02-Jan-2023 to 13-Jan-2023                     16-Jan-2023           24-Jan-2023 to 20-Feb-2023   24-Feb-2023 
---------------------------------------------  --------------------  ---------------------------  -------------------- 
 16-Jan-2023 to 30-Jan-2023                     31-Jan-2023           08-Feb-2023 to 07-Mar-2023   13-Mar-2023 
---------------------------------------------  --------------------  ---------------------------  -------------------- 
 31-Jan-2023 to 14-Feb-2023                     15-Feb-2023           23-Feb-2023 to 22-Mar-2023   28-Mar-2023 
---------------------------------------------  --------------------  ---------------------------  -------------------- 
 15-Feb-2023 to 27-Feb-2023                     28-Feb-2023           08-Mar-2023 to 04-Apr-2023   12-Apr-2023 
---------------------------------------------  --------------------  ---------------------------  -------------------- 
 28-Feb-2023 to 14-Mar-2023                     15-Mar-2023           23-Mar-2023 to 21-Apr-2023   27-Apr-2023 
---------------------------------------------  --------------------  ---------------------------  --------------------

Notes:

(1) Both dates included

(2) Determined in accordance with Condition 5(b) where the Conversion Notice is delivered in electronic form to any Paying, Transfer and Conversion Agent prior to the end of normal business hours in London on the relevant day

(3) Subject, for the avoidance of doubt, to adjustment for any Disrupted Days pursuant and subject to the Conditions

Furthermore, Bondholders are reminded that the Conversion Price and Conversion Ratio will be adjusted as a result of the Cash Dividend scheduled to be payable on 31 March 2023 to holders of record on 17 February 2023 (the Guarantor's fourth quarter 2022 dividend), with an expected Ex-Date of, and all expected to be effective from the Relevant Adjustment Date of, 16 February 2023.

For further information, please contact:

BP Capital Markets p.l.c.

20 Canada Square

Canary Wharf

London E14 5NJ

United Kingdom

Tel: +44 (0) 20 3683 0901

Attention: Gary Admans

This announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this announcement in whole or in part is unauthorised. Failure to comply with this directive may result in violation of the United States Securities Act of 1933, as amended (the "Securities Act") or the applicable laws of any such other jurisdiction.

This announcement is not an offer of securities for sale in the United States. The securities to which this announcement relates have not been registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.

No action has been or will be taken by the Guarantor, the Issuer or any of their respective affiliates or any other person that would permit a public offering of the securities referred to herein, or possession or distribution of any offering document in relation thereto, in any jurisdiction where action for the purpose is required.

This announcement has been prepared solely for information purposes and is not an offer (or a solicitation of an offer) to buy or sell Bonds or any Ordinary Shares.

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END

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December 16, 2022 11:07 ET (16:07 GMT)

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