INDEX MEMBERSHIP: OWNERSHIP COMPANY PROFILE REMUNERATION PREVIOUS BOARD VOTE RESULTS APPENDIX PROPOSAL ISSUE BOARD GLASS LEWIS CONCERNS

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1 PROXY PAPER BP PLC London Stock Exchange: BP ISIN: GB MEETING DATE: 10 APRIL 2014 RECORD DATE: 08 APRIL 2014 PUBLISH DATE: 24 MARCH 2014 COMPANY DESCRIPTION BP plc is an integrated oil and gas company. The Company operates in two business segments: Exploration and Production; and Refining and Marketing. INDEX MEMBERSHIP: SECTOR: INDUSTRY: COUNTRY OF TRADE: COUNTRY OF INCORPORATION: VOTING IMPEDIMENT: DISCLOSURES: FTSE ALL-SHARE (GBP); DOW JONES GLOBAL TITANS 50; S&P EUROPE 350; FTSE 100; OMX COPENHAGEN 20; S&P GLOBAL 100 ENERGY OIL, GAS AND CONSUMABLE FUELS UNITED KINGDOM UNITED KINGDOM NONE NONE OWNERSHIP COMPANY PROFILE REMUNERATION PREVIOUS BOARD VOTE RESULTS APPENDIX 2014 ANNUAL MEETING PROPOSAL ISSUE BOARD GLASS LEWIS CONCERNS 1.00 Accounts and Reports FOR FOR 2.00 Remuneration Report (Advisory) FOR AGAINST Disclosure & structure concerns 3.00 Remuneration Policy (Binding) FOR FOR 4.00 Elect Robert W. Dudley FOR FOR 5.00 Elect Iain C. Conn FOR FOR 6.00 Elect Brian Gilvary FOR FOR 7.00 Elect Paul M. Anderson FOR FOR 8.00 Elect Frank L. Bowman FOR FOR 9.00 Elect Antony Burgmans FOR FOR Elect Cynthia B. Carroll FOR FOR Elect George David FOR AGAINST Other unique issue Elect Ian E.L. Davis FOR FOR Elect Dame Ann Dowling FOR FOR Elect Brendan R. Nelson FOR FOR Elect Phuthuma F. Nhleko FOR FOR Elect Andrew B. Shilston FOR FOR Elect Carl-Henric Svanberg FOR FOR Appointment of Auditor and Authority to Set Fees FOR FOR Executive Directors' Incentive Plan FOR AGAINST Disclosure & structure concerns Increase in NEDs' Fee Cap FOR FOR Authority to Issue Shares w/ Preemptive Rights FOR FOR Authority to Issue Shares w/o Preemptive Rights FOR FOR

2 23.00 Authority to Repurchase Shares FOR FOR Authority to Set General Meeting Notice Period at 14 Days FOR AGAINST Shortened notice period BP April 10, 2014 Annual Meeting 2 Glass, Lewis & Co., LLC

3 SHARE OWNERSHIP PROFILE SHARE BREAKDOWN 1 SHARE CLASS SHARES OUTSTANDING Ordinary Shares 18,458.9 M VOTES PER SHARE 1 INSIDE OWNERSHIP 0.12% STRATEGIC OWNERS** 3.62% FREE FLOAT 96.38% SOURCE CAPITAL IQ AND GLASS LEWIS. AS OF 06-MAR-2014 TOP 20 SHAREHOLDERS HOLDER OWNED* COUNTRY INVESTOR TYPE 1. BlackRock, Inc. 5.15% United States Traditional Investment Manager 2. Capital Research and Management Company 3.34% United States Traditional Investment Manager 3. Legal & General Investment Management 3.31% United Kingdom Traditional Investment Manager 4. State Street Global Advisors, Inc. 3.14% United States Traditional Investment Manager 5. Norges Bank Investment Management 2.27% Norway Traditional Investment Manager 6. Franklin Resources Inc. 2.25% United States Traditional Investment Manager 7. Government Of People's Republic Of China 2.10% China State Owned Shares 8. Aberdeen Asset Management PLC 1.95% United Kingdom Traditional Investment Manager 9. The Vanguard Group, Inc. 1.95% United States Traditional Investment Manager 10. Kuwait Investment Authority 1.78% Kuwait Sovereign Wealth Fund 11. UBS Global Asset Management 1.78% Switzerland Traditional Investment Manager 12. Wellington Management Company, LLP 1.76% United States Traditional Investment Manager 13. PPM America, Inc 1.68% United States Traditional Investment Manager 14. Standard Life Investments Limited 1.38% United Kingdom Traditional Investment Manager 15. HSBC Global Asset Management (UK) Limited 1.22% United Kingdom Traditional Investment Manager 16. Barrow, Hanley, Mewhinney & Strauss, Inc. 1.03% United States Traditional Investment Manager 17. AXA Investment Managers S.A. 0.91% France Traditional Investment Manager 18. Fidelity Investments 0.85% United States Traditional Investment Manager 19. Northern Trust Global Investments 0.72% United States Traditional Investment Manager 20. BNY Mellon Asset Management 0.70% United States Traditional Investment Manager *COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ. AS OF 06-MAR-2014 **CAPITAL IQ DEFINES STRATEGIC SHAREHOLDER AS A PUBLIC OR PRIVATE CORPORATION, INDIVIDUAL/INSIDER, COMPANY CONTROLLED FOUNDATION, ESOP OR STATE OWNED SHARES OR ANY HEDGE FUND MANAGERS, VC/PE FIRMS OR SOVEREIGN WEALTH FUNDS WITH A STAKE GREATER THAN 5%. SHAREHOLDER RIGHTS MARKET THRESHOLD COMPANY THRESHOLD1 VOTING POWER REQUIRED TO CALL A SPECIAL MEETING 10% 10% VOTING POWER REQUIRED TO ADD AGENDA ITEM 5% 2 5% 1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER RIGHT. 2OR AT LEAST 100 HOLDERS OF PAID UP SHARES OF AT LEAST 100 EACH. BP April 10, 2014 Annual Meeting 3 Glass, Lewis & Co., LLC

4 COMPANY PROFILE GENERAL COUNTRY OF INCORPORATION United Kingdom STOCK MARKET London Stock Exchange LISTING SEGMENT Premium Equity Commercial Companies SUBJECT TO TAKEOVER CODE Yes FREE FLOAT REQUIREMENT 25% FINANCIALS 1 YR TSR 3 YR TSR AVG. 5 YR TSR AVG. BP 20.8% 6.3% 2.9% FTSE ALL-SHARE INDEX 20.8% 9.4% 14.3% 31-DEC-2013 MARKET CAPITALIZATION (MM USD) 150,694 ENTERPRISE VALUE (MM USD) 177,471 REVENUES (MM USD) 379,136 TSR FIGURES AS OF 31-DEC SOURCE: CAPITAL IQ. ANNUALIZED SHAREHOLDER RETURNS. EXECUTIVE REMUNERATION SAY ON PAY VOTE GLASS LEWIS STRUCTURE RATING SHARE DILUTION LIMITS CLAWBACK PROVISION Yes Fair GLASS LEWIS DISCLOSURE RATING Yes Yes EXECUTIVES SUBJECT TO OWNERSHIP GUIDELINES Poor Yes BOARD & MANAGEMENT ELECTION METHOD Majority CEO START DATE 2010 STAGGERED BOARD No AVERAGE NED TENURE 5 years COMBINED CHAIRMAN/CEO No CHAIRMAN START DATE 2010 LAST TRIENNIAL EXTERNAL REVIEW DESCRIPTION OF DIVERSITY POLICY 2013 Yes ANNUAL REVIEW OF BOARD EFFECTIVENESS Yes AUDITORS AUDITOR: ERNST & YOUNG EMPHASIS OF MATTER IDENTIFIED IN PAST 12 MONTHS MATERIAL RESTATEMENT(S) IN PAST 12 MONTHS TENURE: 11+ YEARS No No CURRENT AS OF MAR 24, 2014 BP April 10, 2014 Annual Meeting 4 Glass, Lewis & Co., LLC

5 REMUNERATION DETAILS BP The Company paid: more remuneration to its CEO than the median CEO remuneration for a group of similarly sized UK companies with an average market capitalization of billion; and more to its CEO than the median CEO remuneration for a group of European Energy companies. Overall, the Company performed worse than the peers. CEO Remuneration All figures in 2013 Fixed 1,076,966 STI 2,131,793 LTI 7,008,019 Composition of Remuneration Company's CEO Sector CEO Pensions 134,833 Other / Benefits 54,576 Total remuneration 10,271,354 Notes: One-third of bonus was deferred into shares which are eligible for a 1:1 match after three years. Matched shares are included in LTI. Converted to sterling at fiscal year end rate: $1= CEO Compared To Median Shareholder Wealth and Business Performance Note: Remuneration analysis for period ending December 31, Total return and EPS growth based on weighted average of annualized 1, 2 and 3 year data. Total remuneration does not include pensions. BP April 10, 2014 Annual Meeting 5 Glass, Lewis & Co., LLC

6 1.00: ACCOUNTS AND REPORTS PROPOSAL REQUEST: Receipt of financial statements and reports RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT: 98.41%; For FOR- NO CONCERNS BINDING/ADVISORY: Binding REQUIRED TO APPROVE: Majority of votes cast GLASS LEWIS ANALYSIS Shareholders will receive and consider the Company's financial statements and directors' and auditor's reports for the fiscal year ended December 31, Shareholders are voting to approve receipt of the statements and reports, not to approve their substance and content. EMPHASIS OF MATTER We note that in its unqualified opinion, Ernst & Young has placed an emphasis of matter on the Company's ability to continue as a going concern. In particular, the Company's ability to continue is dependent on the provisions, future expenditures for which reliable estimates cannot be made, and other contingencies related to the Gulf of Mexico oil spill. The auditor states the total amount to be paid by the Company in relation to all obligations relating to the incident is subject to significant uncertainty. Further, the auditor states that significant uncertainty exists in relation to the amount of claims that will become payable by the Company; the amount of fines that will be payable; the outcome of litigation and arbitration proceedings; and any costs arising from any longer-term environmental consequences of the oil spill. However, we believe that all of the necessary financial statements and reports are present in the Company's annual report. We note that in the opinion of Ernst & Young, the Company's independent auditor, the financial statements and the directors' reports have been properly prepared in accordance with International Financial Reporting Standards, Article 4 of the IAS Regulation and the Companies Act Further, we note that shareholders are only approving receipt of the statements and reports, not their substance or content. Accordingly, we recommend that shareholders vote FOR this proposal. BP April 10, 2014 Annual Meeting 6 Glass, Lewis & Co., LLC

7 2.00: REMUNERATION REPORT (ADVISORY) PROPOSAL REQUEST: PRIOR YEAR VOTE RESULT: 94.1%; For BINDING/ADVISORY: REQUIRED TO APPROVE: Approve Remuneration Report Implementation (Advisory) Advisory Majority of votes cast RECOMMENDATION: AGAINST PROPOSAL DETAILS UK companies are required to submit their remuneration report for non-binding shareholder approval annually, in addition to receiving binding shareholder approval of the remuneration policy at least every three years (see Proposal 3). This annual advisory proposal is intended to provide shareholders with a voice on the implementation of the remuneration policy during the year under review and current fiscal year. While this is a non-binding proposal, if it is not approved by a majority of shareholders the Company will be required to submit its executive remuneration policy to a binding vote at the next annual general meeting. EXECUTIVE DIRECTORS NAME AND TITLE SALARY/FEES BENEFITS PENSION BONUS AWARDS VESTED INCENTIVES TOTAL Bob Dudley Group Chief Executive $1,776,000 $90,000 $4,447,000 $2,344,000 $4,522,000 $13,179,000 Iain Conn Chief Executive, Refining and Marketing 763,000 59, ,000 1,203,000 1,332,000 3,670,000 Dr Brian Gilvary Chief Financial Officer 700,000 45, , , ,000 2,463,000 Dr Byron Grote Executive Vice President, Corporate Business Activities $743,000 $10,000 $141,000 $2,363,000 $2,225,000 $5,482,000 This table reflects the "single total figure" of remuneration for each executive, comprising fixed payments made during the year, short-term incentive awards paid in respect of the year, and any long-term awards vesting during the year. As such, it excludes awards granted during the year that will vest based on future performance. Dr. Byron Grote retired from the Board effective from April 11, Unvested performance share and matching share awards were pro-rated for time served during the relevant performance periods and will vest at the normal time to the extent that the performance conditions have been met. Dr. Grote's bonus entitlement for fiscal year 2013 was also pro-rated for time. No other termination payments were made to Dr. Grote upon departure. Please refer to the Remuneration Details section for information on the chief executive's long-term incentive grant for the year and other compensation details, including comparisons with the Company's UK and European peers. TSR/REMUNERATION REVIEW* 1-YEAR 3-YEAR 5-YEAR TOTAL SHAREHOLDER RETURN 20.8% 6.3% 2.9% STI VESTING 88% 73.33% 61.8% LTI VESTING 39.5% 18.73% 14.74% CHANGE IN CEO PAY 43.5% 70.7% N/A *TSR figures are as of fiscal year end dates. Source: Capital IQ ; vesting and annual CEO remuneration data based disclosure in the Company's most recent annual report. BP April 10, 2014 Annual Meeting 7 Glass, Lewis & Co., LLC

8 OVERVIEW FISCAL YEAR 2013 FIXED CHANGES Base salaries did not increase significantly during the past fiscal year CEO ANNUALISED SALARY 1,776,000 (will increase to 1,800,000 effective January 1, 2014) SHORT-TERM INCENTIVES AWARD TYPE DEFERRAL TERMS NOTES METRICS CONDITIONS Loss of primary containment Process safety tier 1 events Recordable injury frequency ANNUAL BONUS SCHEME Cash, deferred shares and matching shares One third of an award is mandatorily deferred into Company shares for a three year period, one third is paid in cash and one third can be either paid in cash or voluntarily deferred into shares at the Executive's discretion. Deferred shares are eligible for matching and match on a 1:1 basis. Both deferred and matching shares only vest subject to the fulfillment of certain safety and environmental sustainability conditions over the deferral period. Going forward, matching shares will be subject to a three-year retention period following the deferral period. The deferred portion of awards may be recouped by the Company in the event of material fraud or misconduct by the recipient. Each metric below is assessed on a scale from 0.0 to 2.0, with 1.0 representing target performance. Target payout is set at 150% of base salary. Maximum payout is 225%. The performance conditions for all executives bar Iain Conn were based entirely on group results as detailed below. Mr. Conn's award was based 30% on Downstream segment results and 70% on group results. Mr. Conn's Downstream segment was subject to additional targets, focusing on operating efficiency, safety and profitability. WEIGHTING FY 2013 TARGETS FY 2013 RESULT (X TARGET) 10% N/D % N/D % N/D 1.55 Operating cash flow 16.3% N/D 1.05 Underlying replacement cost profit 16.3% N/D 1.65 Total cash costs 16.3% N/D 1.50 Upstream unplanned deferrals 7% N/D 2.00 Major project delivery 7% N/D 0.50 Downstream net income per barrel 7% N/D 0.68 Aggregate Outcome 1.32 BP April 10, 2014 Annual Meeting 8 Glass, Lewis & Co., LLC

9 AWARD TYPE PEER GROUP VESTING TERMS AWARD LEVELS PREVIOUS AWARDS NOTES EXECUTIVE DIRECTORS' INCENTIVE PLAN ('' EDIP '') Performance shares Chevron, ExxonMobil, Shell and Total Awards may only vest following a three year performance period and an additional three year holding period Awards are normally granted at 550% of base salary for the CEO and at 400% for other executives Awards granted in fiscal year 2011 vested at 39.5% of total, reflecting below threshold TSR performance, a second place finish among peers in reserves replacement, strong performance under safety, reputational and staff morale targets. Awards may be recouped by the Company in the event of material fraud or misconduct by the recipient. The Committee has the discretion to reduce vesting outcomes if it concludes that payouts are inconsistent with Company performance or shareholder benefits. LONG-TERM INCENTIVES TSR 33.3% Vesting* Performance** Measured 25% Third place Against peers 80% Second place Against peers 100% First place Against peers OPERATING CASH FLOW 33.3% Target and vesting schedule not disclosed METRICS Condition Reserves replacement ratio Safety and operational risk management Major project delivery STRATEGIC IMPERATIVES 33.3% Measured Relative to peers; same vesting schedule as TSR condition Target and vesting schedule not disclosed Target and vesting schedule not disclosed *Percent of this portion of an award. **Straight-line vesting between points. GLASS LEWIS ANALYSIS UK firms are required to fully disclose and explain all aspects of their executives' and directors' remuneration so shareholders can analyse the implementation of the remuneration policy during the past fiscal year. In completing our assessment of the Company's executive remuneration report, we consider, among other factors, the appropriateness of performance targets and the overall remuneration structure in the context of strategy and risk, activity during the past year including pay outcomes, and the committee's level of disclosure. GENERAL POLICY Recent Changes After consulting with shareholders the committee has made a number of changes to the remuneration structure, including the introduction of a three-year holding period on any vested matching awards (deferred shares will still be released following the three-year performance period), and a change to the vesting schedule for the peer-based TSR and reserves-replacement portions of EDIP awards (vesting for third place/threshold has been reduced from 35% to 25% of the total award, with vesting for second place increased from 70% to 80%). In addition, the committee states that it has extended its existing "override provision", which allows for EDIP vesting levels to be adjusted to reflect underlying BP April 10, 2014 Annual Meeting 9 Glass, Lewis & Co., LLC

10 performance, to also take into account shareholder benefits when the assessment formula results in high vesting levels. EQUITY-BASED SCHEMES Description of Hurdles and Vesting Schedule The remuneration report has failed to disclose a full, clear description of certain targets and their associated vesting schedule under the Company's annual bonus scheme and EDIP. We believe clearly defined performance metrics and vesting schedules are essential for shareholders to fully understand and evaluate an incentive plan. With regard to the EDIP, no vesting schedule is provided for the non-peer based metrics for performance share awards, comprising the majority of the opportunity, or for matching awards on deferred bonuses. We also believe more disclosure of EDIP metrics and their assessment would be appropriate, particularly for less quantifiable metrics such as 'major project delivery'. Further, we strongly urge the Company to improve its somewhat opaque disclosure by clearly outlining targets under its annual bonus scheme for all metrics, as well as providing explanations of all measures including "upstream unplanned deferrals", which is not described in its Annual Report. CONCLUSION The remuneration report provides a reasonable overview of the Company's executive compensation policies and structure. As discussed in our analysis of Proposal 3, we believe the proposed remuneration policy provides an appropriate framework for managing executive remuneration and aligning management with shareholder interests. Further, we recognise that the committee has made positive changes during the period under review; notably, extended holding periods for future matching awards, an explicit consideration of shareholder interests when assessing LTI vesting, and an adjustment to bonus targets to place additional emphasis on financial measures. However, as discussed above and in prior Proxy Papers, we have concerns regarding the committee's implementation of the policy, with particular regard to overall level of disclosure provided on certain aspects of the incentive structure, including targets and vesting schedules for the non-peer based metrics under the EDIP, an explanation of the assessment methodology for strategic measures and, in some cases, a basic explanation of certain internal metrics. Our concern regarding disclosure of targets and vesting levels is heightened given that prior awards subject to operating cash flow targets allowed for 60% vesting at threshold, and by the Company's failure, to our knowledge, to provide an assurance that targets will be retrospectively disclosed. In addition, we continue to question the provision of matching shares based purely on a vague committee "assessment of safety and environmental sustainability," as we consider acceptable performance in these areas, and particularly avoiding "major incidents," to be intrinsic to the Company's business. Given the remuneration policy's significant emphasis on equity, executives will presumably be exposed to the effect of any such incidents, much as shareholders remain exposed to the ongoing recovery of value following the Deepwater Horizon spill; as such, we consider the provision of additional matching shares solely on this basis inappropriate. We recognise that the Company has made certain improvements to the overall pay structure, and believe that the proposed policy framework includes appropriate safeguards against unmerited pay (see Proposal 3). However, we remain concerned by certain incentive practices over the period under review, and that the level of disclosure regarding targets and their assessment may prevent shareholders from a full understanding of whether pay outcomes are appropriate. This concern is heightened given that 2013 CEO pay exceeded peers despite worse performance, as shown in our Remuneration Details section. As such, we do not believe that shareholders should support this proposal at this time. Accordingly, we recommend that shareholders vote AGAINST this proposal. BP April 10, 2014 Annual Meeting 10 Glass, Lewis & Co., LLC

11 3.00: REMUNERATION POLICY (BINDING) PROPOSAL REQUEST: PRIOR YEAR VOTE RESULT: N/A BINDING/ADVISORY: REQUIRED TO APPROVE: Approve Remuneration Policy (Binding) Binding Majority of votes cast RECOMMENDATION: FOR PROPOSAL DETAILS UK companies are now required to receive binding shareholder approval for their executive remuneration policy at least once every three years. This binding vote is in addition to an annual advisory vote on the remuneration report (see Proposal 2). This annual advisory proposal is intended to provide shareholders with a voice on the implementation of the remuneration policy during the year under review and current fiscal year. The remuneration policy sets out all components of executive pay and the maximum amount payable under each component, including recruitment and exit payments. Once effective, no payments can be made above those limits or outside of the approved components without separate shareholder approval. If this proposal is approved, the policy will take effect on April 10, 2014 and would not require further shareholder approval for a three year period, unless the policy is changed or an annual advisory remuneration proposal does not receive majority support. Under transitional arrangements, the Company will have until the start of its next fiscal year to bring payments in line with a shareholder-approved policy, with an exception for any payments required under agreements made prior to June 27, As such, if the initial policy is not approved, the Company would have sufficient time to submit a revised policy to a shareholder vote. REMUNERATION POLICY FEATURES¹ POSITIVE LTI based on multiple metrics over three years Incentives reflect performance relative to peers Mandatory STI deferral LTI and matching shares subject to 3-year holding post-vesting LTI and deferred STI subject to clawback Executive share ownership guidelines Stated 10% dilution limit NEGATIVE LTIP allows for excessive awards Incomplete disclosure of LTI targets, vesting schedule No clawback on cash STI ¹Both positive and negative remuneration features are ranked according to Glass Lewis' view of their importance or severity. Please see opposite for a full overview of the proposed policy. GLASS LEWIS ANALYSIS We believe the remuneration policy should provide clear disclosure of an appropriate framework for managing executive remuneration. While this framework will vary for each company, it should generally provide an explicit link to the Company s strategy, setting appropriate quantum limits along with structural safeguards to prevent excessive or inappropriate payments, whilst providing sufficient flexibility to manage exceptional issues, including recruitment. In this case, as discussed in our analysis to Proposal 2, we have concerns regarding aspects of the implementation of the Company's incentive structure, and disclosure thereof, in respect of 2013/2014. However, we believe that the policy itself provides a reasonable framework for managing executive remuneration, including mandatory bonus deferral and clawback provisions, limits on overall dilution, and extremely high shareholding requirements. The variable pay structure includes a strong emphasis on long-term performance, including extended holding periods on all EDIP and matching awards going BP April 10, 2014 Annual Meeting 11 Glass, Lewis & Co., LLC

12 forward, and a significant proportion of EDIP awards are subject to relative performance. Further, we note that the criteria for discretionary adjustments to LTI vesting outcomes have been extended to account for consistency with shareholder interests, which we consider appropriate. In addition, while we have concerns regarding the specific performance requirements tied to matching shares, and the level of disclosure provided regarding specific targets and vesting schedules, the overall suite of metrics, including financial, shareholder returns, operational and safety/environmental measures, is appropriately aligned with strategy. As discussed in Proposal 2, we remain troubled by the committee's implementation of the policy in respect of the period under review, including disclosure of targets and vesting schedules and the use of certain performance criteria; however we believe that the policy itself sets out acceptable limits and appropriate safeguards to protect against inappropriate payments and allow the committee to manage executive remuneration. Accordingly, we recommend that shareholders vote FOR this proposal. BP April 10, 2014 Annual Meeting 12 Glass, Lewis & Co., LLC

13 REMUNERATION POLICY OVERVIEW FIXED SALARY BENCHMARK TARGET SALARY POSITIONING PENSION ARRANGEMENTS NOTES TERMS Undisclosed companies of a similar size and scope N/D Employer cash supplement limited to 35% of salary (where executives have exceeded the annual defined benefit scheme accrual allowance) ; certain executives participate in defined benefit schemes None AWARD TYPE PERF. PERIOD ADD'L HOLDING NORMAL MAX.* METRICS VARIABLE BONUS SCHEME MATCHING AWARDS Cash, deferred shares and matching shares Matching shares One year Three years Three years (33% of bonus mandatorily deferred) Three years 225% 75% (on mandatory deferrals)^ Safety and operational risk management metrics (30%), Value metrics (70%) Safety and Environmental sustainability EDIP Performance shares Three years Three years 550% TSR, Operating cash flow, Strategic imperatives *Reflects CEO maximum as a percentage of base salary. ^Executives may voluntarily defer an additional 1/3 of bonus, eligible for matching. RECRUITMENT/ LOSS OF OFFICE RECRUITMENT NOTICE PERIOD (COMPANY) STI (LEAVING) LTI (LEAVING) NOTES TERMS In line with the Company's standard remuneration policy; however, additional awards may be granted to reflect forfeited amounts 12 months or less; executives are entitled to salary. Payout upon loss of office based on performance and pro-rated for time served Payout upon loss of office is at the discretion of the remuneration committee None TERMS OTHER FEATURES BONUS DEFERRAL CLAWBACK PROVISIONS DILUTION LIMITS Yes, mandatory Yes, under STIP and LTIP 10% of issued share capital EXECUTIVE SHAREHOLDING GUIDELINES Yes; 500% of base salary BP April 10, 2014 Annual Meeting 13 Glass, Lewis & Co., LLC

14 4.00: ELECT ROBERT W. DUDLEY PROPOSAL REQUEST: Election of fourteen directors RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT: N/A AGAINST- David G. Other unique issue ELECTION METHOD: Majority FOR- Anderson P. Bowman F. Burgmans A. Carroll C. Conn I. Davis I. Dowling D. Dudley R. Gilvary B. Nelson B. Nhleko P. Shilston A. Svanberg C. NOT UP- None BOARD STRUCTURE NAME UP AGE GLASS LEWIS CLASSIFICATION COMPANY CLASSIFICATION OWNERSHIP** COMMITTEES TERM START AUDIT REM NOM TERM END YEARS ON BOARD Iain C. Conn* 51 Insider 1 Not Independent Yes Robert W. Dudley* CEO 58 Insider 2 Not Independent Yes Brian Gilvary* 51 Insider 3 Not Independent Yes Carl-Henric Svanberg Chairman 61 Non-Executive 4 Non-Executive Yes C Paul M. Anderson 68 Independent Independent Yes Frank L. Bowman 69 Independent Independent Yes Antony Burgmans 67 Independent 5 Independent Yes C Cynthia B. Carroll 57 Independent Independent Yes George David 71 Independent Independent Yes Ian E.L. Davis 62 Independent Independent Yes Dame Ann Dowling 61 Independent Independent Yes Brendan R. Nelson 64 Independent Independent Yes C Phuthuma F. Nhleko 53 Independent Independent No Andrew B. Shilston 58 Independent 6 Independent Yes C = Chair, * = Public Company Executive, = Withhold or Against Recommendation 1. Chief executive, Downstream. 2. Group chief executive. 3. Group CFO. 4. Chairman. 5. Has served as a director for more than nine years; however, is considered independent by the board. 6. Senior independent director. **Percentages displayed for ownership above 3%, when available BP April 10, 2014 Annual Meeting 14 Glass, Lewis & Co., LLC

15 NAME ATTENDED AT LEAST 75% OF MEETINGS ADDITIONAL PUBLIC COMPANY DIRECTORSHIPS Iain C. Conn Yes (1) Rolls-Royce Holdings plc Robert W. Dudley Yes (1) Rosneft Oil Co OAO Brian Gilvary Yes None Carl-Henric Svanberg Yes (1) Volvo AB Paul M. Anderson Yes (1) BAE Systems plc Frank L. Bowman Yes (1) Morgan Stanley Funds Antony Burgmans Yes (3) Aegon N.V.; Akzo Nobel N.V.; TNT Express NV Cynthia B. Carroll Yes (1) Hitachi Limited George David Yes None Ian E.L. Davis Yes (2) Johnson & Johnson; Rolls-Royce Holdings plc Dame Ann Dowling Yes None Brendan R. Nelson Yes (1) Royal Bank of Scotland Group Plc Phuthuma F. Nhleko Yes (2) Anglo American plc; MTN Group Limited Andrew B. Shilston Yes (2) Circle Holdings plc; Morgan Advanced Materials plc MARKET PRACTICE INDEPENDENCE AND COMPOSITION BP* REQUIREMENT BEST PRACTICE Independent Chairman Non-Executive Independent on appointment 1 Same Board Independence 71% 50% excluding ind.-on-appt. Same chair 2 Audit Committee Independence 100%; Independent Chair 100% 2 Same Remuneration Committee Independence 100%; Independent Chair 100% 2 Same Nominating Committee Independence 83% Majority 2 Same Percentage of women on board 14% None 25% by Directors' biographies Biographical details for current directors can be found on pages of the Company's 2013 Annual Report. * Based on Glass Lewis Classification 1. UK Corporate Governance Code recommendation; a Senior Independent 2. UK Corporate Governance Code recommendation Director should also be appointed 3. Davies Review, 'Women on Boards' Companies listed on the London Stock Exchange are required to comply or explain against the UK Corporate Governance Code (the "UK Code"), which recommends that all directors of FTSE 350 companies stand for election annually. However, the Company has chosen not to comply with this provision, and will continue submitting directors for reelection at regular intervals of no more than three years. GLASS LEWIS ANALYSIS We believe shareholders should be mindful of the following: GULF OF MEXICO OIL SPILL As discussed in previous Proxy Papers, the Company has been facing the aftermath of the Gulf of Mexico oil spill since April The economic, social and environmental repercussions from this disaster are likely to impact the Company in the years to come, but it has continued its process of addressing issues related to those effected by the explosion at the Deepwater Horizon oil drilling rig. Numerous legal actions remain ongoing, including approximately 750 civil lawsuits brought against the Company in relation to the Deepwater Horizon accident, the oil spill and response efforts. There have also been several updates to certain legal proceedings during the past year, which are discussed below. Of the $20 billion Deepwater Horizon Oil Spill Trust fund, as at December 31, 2013, $11.2 billion has been distributed, BP April 10, 2014 Annual Meeting 15 Glass, Lewis & Co., LLC

16 $3.1 billion of which was paid out during Should the trust's resources became exhausted from payments and settlements, the Company has stated that settlements will be made by the Company and charged directly to its income statement. However, we note that penalties and fines will not be processed by the trust and will be paid separately. Chief executive Bob Dudley states in the 2013 Annual Report that the cumulative cost to the Company has thus far reached $42.7 billion. During the year, the Company's provisions related to the oil spill increased by approximately $1.54 billion. Implementation of the Company's internal Bly Report, which made 26 recommendations specific to drilling, remains ongoing. As of December 2013 the Company states that 15 of the recommendations had been completed, up from 14 the previous year, and that 75% of the deliverables related to all 26 recommendations have been completed. Carl Sandlin is an independent expert providing oversight of the Bly Report implementation; his engagement, originally scheduled to finish in June 2014, has been extended to June EPA Temporary Suspension and Mandatory Debarment Lifted On March 13, 2014, it was announced that the Company had reached an agreement with the U.S. Environmental Protection Agency ("EPA") to end a temporary suspension from new federal contracts and mandatory debarment that had prevented it from entering into new leases or contracts with the government. As a result, the Company will be allowed to resume bidding for federal government contracts as well as signing deals for drilling rights in the Gulf of Mexico and other offshore locations. As part of the agreement, the Company has agreed to accept an EPA-approved auditor who will monitor and report on its compliance ("Ban lifted on BP bids for US federal contracts." Financial Times. March 13, 2014). The agreement also includes certain corporate governance requirements, including the maintenance of a safety, ethics and environmental assurance committee ("SEEAC") and a main board audit committee ("MBAC"). In addition, the Company must maintain a group ethics and compliance officer who will report directly to the Company's general counsel at least once per quarter and to the board at least annually. The full text of the agreement can be viewed at the EPA website. Civil Trial Civil actions related to the oil spill, from federal, state and local governments against the Company are ongoing. After failing to reach a settlement due to competing gulf state interests, a trial began in New Orleans in February 2013: The first phase of the trial focused on the causes of the accident and the allocation of fault among the defendants; the second phase on efforts to stop the flow of oil and the volume of oil spilled; and the third phase, for which no trial date has yet been set, will focus on the statutory per-barrel penalty rate to be applied in determining penalties under the Clean Water Act. The US Department of Justice ("DoJ") is seeking to prove that the Company is guilty of "wilful misconduct". The presiding judge has not yet ruled on either the first or second phases of the trial. The Company is currently trying to force the U.S. government to release evidence in advance of the third phase of the trail that it says will prove that the environmental effects of the accident have been much less severe than previously feared ("BP seeks trial on harm from Macondo spill." Financial Times. March 7, 2014). We note that the Company has already admitted ordinary negligence. If there is a finding of wilful misconduct, the Company would be subject to penalties that could reach up to $17.6 billion under the Clean Water Act ("CWA") for the up to 4.1 million barrels of oil that spilled into the Gulf of Mexico. The Company contends that the disaster involved multiple causes and multiple companies and has accused both Halliburton Company and Transocean Ltd. of failures related to cementing and maintaining the drill rig. It is seeking to share liability with those parties, both of which deny responsibility. States involved in the open civil action include Alabama, Mississippi, Florida and Louisiana which, in aggregate, have claimed more than $34 billion in damages (" US Seeks Maximum Fine in BP Spill Trial." Financial Times. February 25, 2013). Plaintiff's Steering Committee Settlements In 2012, the Company reached settlements with the Plaintiff's Steering Committee ("PSC") to resolve the majority of "legitimate" individual and business class action lawsuits relating to damages caused by the accident. To date, there have been various rulings from the district court and the US Court of Appeals for the Fifth Circuit ("the Fifth Circuit") relating to the settlement, most contentiously regarding the court-appointed administrator's ("the Administrator") interpretation of the PSC economic and property damages settlement agreement. In October 2013, the Fifth Circuit issued an order to the district court to put in place an injunction to stop compensation payments to business not affected by the accident, payments which had been allowed under the Administrator's interpretation of the settlement. However, the Company appealed the injunction in order to seek an even stronger ban ("BP wins US court reprieve in Gulf of Mexico spill payouts." Financial Times. December 3, 2013). This appeal ultimately failed and in March 2014 the Fifth Circuit delivered a decision that while business seeking compensation had to declare, under penalty of perjury, that their claimed losses came as a result of the accident, they would not have to submit any evidence to that effect (" BP loses appeal on spill compensation terms." Financial Times. March 4, 2014). The decision upholds earlier district court rulings that the settlement agreement did not contain a causation requirement beyond the BP April 10, 2014 Annual Meeting 16 Glass, Lewis & Co., LLC

17 upholds earlier district court rulings that the settlement agreement did not contain a causation requirement beyond the revenue and related tests set out in an exhibit to the agreement. Meanwhile, a former head of the Federal Bureau of Investigation has been appointed to investigate allegations of misconduct by individuals working for the Administrator assessing compensation claims after the Company accused the Administrator's office of paying out claims for "fictitious and inflated losses" ("BP: settlement unsettled." Financial Times. July 5, 2013). The Company states that during 2013 amounts paid out under the PSC settlements totalled $2.7 billion, but that it is currently "challenging and resisting any attempt to take advantage of [it] with claims that are not legitimate." DIVESTMENT PROGRAMME To fund the growing liabilities incurred from the oil spill, the Company commenced assets sales in 2010 with a goal of disposing $38 billion worth in assets over four years through By the end of fiscal year 2012 this objective had been reached ahead of schedule (without including the sale of TNK-BP) and, according to the Company, proceeds from this programme have exceeded cash used for acquisitions and net investment over the period has been $16 billion per year on average. In October 2013, the Company announced plans to divest a further $10 billion of assets by the end of 2015, pledging to spend most of the post-tax proceeds on shareholder distributions, primarily in the form of share buybacks ("Divestments and refining weakness drag BP earnings down 28%." Financial Times. February 4, 2014). RECOMMENDATIONS We recommend voting against the following nominee up for election this year based on the following: Nominee DAVID served on the board of directors and the audit and risk committee of Citigroup Inc. from 2002 to 2007, just prior to the US taxpayer's bailout of the Company in Given Citigroup's failures of oversight and governance, we have severe reservations about recommending any director with such a high level of involvement with the firm pre-bailout. In this instance, we are particularly concerned with regards to his capacity for oversight given that he now serves on the Company's audit committee. We do not believe there are substantial issues for shareholder concern as to any other nominee. Accordingly, we recommend that shareholders vote: AGAINST: David FOR: All other nominees BP April 10, 2014 Annual Meeting 17 Glass, Lewis & Co., LLC

18 18.00: APPOINTMENT OF AUDITOR AND AUTHORITY TO SET FEES PROPOSAL REQUEST: Ratification of Ernst & Young RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT: 98.21%; For FOR- NO CONCERNS BINDING/ADVISORY: Binding REQUIRED TO APPROVE: Majority of votes cast AUDITOR OPINION: Unqualified AUDITOR FEES Audit Fees: $39,000,000 $33,000,000 $44,000,000 Audit-Related Fees: $8,000,000 $14,000,000 $1,000,000 Tax Fees: $2,000,000 $4,000,000 $2,000,000 All Other Fees: $4,000,000 $3,000,000 $8,000,000 Total Fees: $53,000,000 $54,000,000 $55,000,000 Auditor: Ernst & Young Ernst & Young Ernst & Young Years Serving Company: 11+ Restatement in Past 12 Months: No GLASS LEWIS ANALYSIS We believe the balance of fees paid to the auditor is reasonable and that the Company has a track record of disclosing the appropriate information about these services in its filings. Accordingly, we recommend that shareholders vote FOR this proposal. BP April 10, 2014 Annual Meeting 18 Glass, Lewis & Co., LLC

19 19.00: EXECUTIVE DIRECTORS' INCENTIVE PLAN PROPOSAL REQUEST: Renew Executive Directors' Incentive Plan RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT: N/A AGAINST- Disclosure & structure concerns BINDING/ADVISORY: Binding REQUIRED TO APPROVE: Majority of votes cast SUMMARY If approved, the Company's existing Executive Director Incentive Plan ("EDIP") will be renewed for a ten-year period. The EDIP serves as the primary framework for granting equity incentive awards to executives, through performance share awards, matching awards on deferred bonuses and, if appropriate, share options (we note that share options do not form part of the proposed remuneration policy; their inclusion in the plan is intended to provide flexibility should the policy be adjusted in future). The EDIP was originally approved in 2000, and has been subject to reapproval every five years thereafter. As such the plan does not require renewal until the 2015 annual general meeting; however, given that the Company's overall remuneration policy is subject to a binding shareholder vote at this year's AGM, the committee considered it appropriate to seek renewed approval for the EDIP immediately, and to extend the life of the plan to ten years. The terms of the plan are discussed in greater length in Proposal 2. GLASS LEWIS ANALYSIS In general, Glass Lewis believes that equity-based compensation is an effective way to attract, retain and motivate key employees. When used appropriately, it can provide a vehicle for linking executive pay to a company's performance, thereby aligning the interests of executives with those of shareholders. Tying a portion of an executive's compensation to the performance of the Company provides an incentive to maximise share value by those in the best position to realise that value. In this case, as discussed in our analysis of Proposal 2, we have serious concerns regarding the current operation of the EDIP, and moreover by the level of disclosure provided by the committee regarding specific performance targets and vesting schedules. We question the inclusion of a matching opportunity on mandatorily deferred bonus awards, particularly given that the sole performance measure used to determine matching is a vaguely-described committee assessment of safety and environmental sustainability. Recognising the importance of incentivising strong safety and overall risk oversight, we are concerned that this loose assessment structure allows executives to effectively receive additional awards for avoiding major safety or environmental incidents. Further, while there is a clear vesting schedule for the peer-based elements of performance share awards (total shareholder return and reserves replacement, comprising 33% and 10% of the total opportunity, respectively), specific targets and vesting schedules for the majority of the performance share opportunity have not been disclosed. Our concern in this regard is heightened given previous awards subject to the same cash flow metrics had targets and vesting schedules disclosed (and allowed for 60% vesting for threshold performance under that metric); to our knowledge the committee has not provided an explanation for the shift towards non-disclosure of targets, nor any assurance that they will be disclosed retrospectively. As discussed in our analysis of the Company's advisory and binding remuneration proposals, we acknowledge improvements to the EDIP structure during the past year, including extended holding periods on matching shares (as well as performance shares), a revised vesting schedule for the peer-based measures, and a commitment to considering consistency with shareholder benefits when assessing high vesting levels. However in the absence of a clearly disclosed performance assessment structure, and given the concerns outlined above, we do not believe shareholders should support the renewal of the EDIP (which as noted above does not require reapproval until 2015) at this time. Accordingly, we recommend that shareholders vote AGAINST this proposal. BP April 10, 2014 Annual Meeting 19 Glass, Lewis & Co., LLC

20 20.00: INCREASE IN NEDS' FEE CAP PROPOSAL REQUEST: Increase in NEDs' fee cap RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT: N/A FOR- NO CONCERNS BINDING/ADVISORY: Binding REQUIRED TO APPROVE: Majority of votes cast PROPOSAL DETAILS Authority Type Current fee cap Proposed fee cap Approval to increase the NED fee cap 2.5 million 5.0 million Increase (%) 100% Last approval 2004 Number of NEDs currently on board 11 Chairman's remuneration (FY2013) NEDs' average remuneration (FY2013) 151,000 Rationale Notes 773,000 (plus 49,000 in taxable benefits) None To ensure fees payable reflect the workload expected of non-executive directors in future years; and To facilitate board succession. GLASS LEWIS ANALYSIS The cap on aggregate NEDs' fees is the means by which shareholders exercise control over what the NEDs receive for monitoring the strategy, performance and remuneration of management. Shareholders can best exercise this control by keeping a relatively tight margin between the cap and fees actually required, and by not giving directors the discretion to set their own pay significantly higher at any time in the future as they see fit. As shown in the above table, during fiscal year 2013 the non-executive chairman received total remuneration of 773,000 (plus 49,000 in taxable benefits) and other NEDs received average remuneration of 151,000 each. We note that these amounts are broadly in line with the Company's market index peers. We estimate total NEDs' fees for the fiscal year 2014 (based on current fee levels and board size) to be around 2,434,000, which is very close to the current fee cap and leaves no room for a reasonable fee increase and an additional appointment to the board. Clearly, therefore, an appropriate increase in the cap is warranted. The board is, however, asking for a 100% increase (from 2.5 million to 5.0 million). Such a large increase does not appear to be warranted. Even if the Company were to appoint an additional two NEDs, total NEDs' fees would be well below the proposed 5.0 million cap. We believe that the NEDs' fee cap should provide scope to the board for both a reasonable increase in NEDs' fees (where those are substantially in line with the Company's market index peers) and the appointment of up to two additional NEDs. The current cap is not high enough for that purpose. Given that NED fees are broadly in line with peers and that the current cap is not high enough to allow for additional appointments, we believe that shareholders can support this proposal. We are, however, critical of this board for seeking such an unjustified increase and understand that, for that reason, some shareholders may decide to oppose the proposal. Accordingly, we recommend that shareholders vote FOR this proposal. BP April 10, 2014 Annual Meeting 20 Glass, Lewis & Co., LLC

21 21.00: AUTHORITY TO ISSUE SHARES W/ PREEMPTIVE RIGHTS PROPOSAL REQUEST: General authority to issue shares on a preemptive basis RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT: 89.75%; For FOR- NO CONCERNS BINDING/ADVISORY: Binding REQUIRED TO APPROVE: Majority of votes cast PROPOSAL DETAILS Authority Type Amount Requested Percentage of Share Capital Expiry Prior Year Issuances Notes General authority with preemptive rights $3,076,000,000 (see notes) 66.0% July 10, 2015 or 2015 AGM None, excluding obligations under its scrip dividend programme and employee share plans The amount requested comprises $1,538,000,000 for general purposes and an additional $1,538,000,000 issuable only under a fully preemptive rights issue. GLASS LEWIS ANALYSIS Under the proposal, the board's general authority to issue shares will be limited to 66.0% of the Company's issued ordinary share capital, which exceeds the traditional 33% guideline issued by the Association of British Insurers ("ABI") and other UK investor bodies. However, the ABI has revised its guidelines to treat authorities up to 66% of share capital as routine, provided that the additional amount applies to a fully preemptive rights issue. The ABI also recommended that issuers adopt certain safeguards in the event that the extra authority were used, including the required annual election of all directors, with the intent that shareholders could vote against directors in the event of any perceived abuse of this increased authority. In this case, we note the Company has stated that any shares issued above the traditional one-third cap will be restricted to a fully preemptive rights issue. Given such an assurance, we will regard the authority as a routine proposal being sought in accordance with ABI guidelines, and recommend that shareholders support it. Pursuant to the ABI guidelines, we will expect all directors to stand for election in the event that the extra authority is used so that the board may be held accountable for its actions. Accordingly, we recommend that shareholders vote FOR this proposal. BP April 10, 2014 Annual Meeting 21 Glass, Lewis & Co., LLC