Bp PLC F-4, filed Jan 31, 2022

Bp PLC (BP)

F-4 2022-01-31

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Eric Nitcher Group General Counsel BP p.l.c. 1 St. James’s Square London Sw1Y 4PD United Kingdom +44-20-7496-4000		Joshua Davidson Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 (713) 229-1234		Hillary H. Holmes Tull R. Florey Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, Texas 77002 (346) 718-6600		David P. Oelman Sarah K. Morgan Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002 (713) 758-2222



Title of Each Class of Securities to be Registered⁽¹⁾	Amount to be Registered⁽²⁾	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price⁽³⁾	Amount of Registration Fee⁽⁴⁾
Ordinary shares, par value $0.25 per share	165,164,448	N/A	$872,137,104	$80,847.11


	Page
QUESTIONS AND ANSWERS		1
SUMMARY		5
Information about the Companies		5
The Merger		6
Merger Consideration		6
BPMP Common Units Entitled To Consent and Consent Required		6
BP’s Ownership Interest In and Control of BPMP		6
Approval of the BPMP Conflicts Committee		7
Opinion of the BPMP Conflicts Committee Financial Advisor		7
Interests of Certain Persons in the Merger		7
The Merger Agreement		8
The Support Agreement		8
Termination of the Merger Agreement		8
Effect of Termination		9
No Appraisal Rights		9
Regulatory Matters		9
Listing of the BP ADSs to be Issued in the Merger		10
Post-Closing Status of BPMP		10
Accounting Treatment		10
Comparison of Rights of BP Shareholders and BPMP Unitholders		10
Material U.S. Federal Income Tax Consequences		10
Summary of Risk Factors		11
COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION		13
Dividend and Share Data—BP		13
Distribution and Unit Data—BPMP		13
RISK FACTORS		14
Risks Related to the Merger		14
Tax Risks Related to the Merger and the Ownership of BP ADSs Received in the Merger		17
Risks Inherent in an Investment in BP		18
Risks Relating to BP’s Business		18
Risks Relating to BPMP’s Business		19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		19
INFORMATION ABOUT THE COMPANIES		21
BP p.l.c.		21
BP Midstream Partners LP and BP Midstream Partners GP LLC		21
BP Midstream RTMS LLC		21
WRITTEN CONSENTS OF BPMP UNITHOLDERS		22
BPMP Common Units Entitled to Consent and Consent Required		22
Submission of Consents		22
Revocation of Consents		22
Expenses		22
THE MERGER		23
General		23
BP’s Ownership Interest in and Control of BPMP		23
Background of the Merger		24
Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties		33
Approval of the BPMP Conflicts Committee		34
Unaudited Financial Projections of BPMP		38
Opinion of the BPMP Conflicts Committee Financial Advisor		42


Approval by the BP Board and its Reasons for the Merger		51
Interests of Certain Persons in the Merger		53
No Appraisal Rights		56
Regulatory Matters		57
Listing of the BP ADSs to be Issued in the Merger; Delisting and Deregistration of the BPMP Common Units		57
Post-Closing Status of BPMP		57
Accounting Treatment		57
Litigation Relating to the Merger		57
THE MERGER AGREEMENT		58
The Merger; Effective Time; Closing		58
Conditions to Completion of the Merger		59
Required Limited Partner Written Consent		66
Agreement to Take Further Action and to Use Reasonable Best Efforts		66
BPMP Conflicts Committee		66
Access to Information		66
Indemnification and Insurance		67
Certain Tax Matters		67
Withholding		67
Adjustments to Prevent Dilution		68
Stock Exchange Listing, Delisting and Deregistration		68
Section 16 Matters		68
Other Covenants and Agreements		68
Termination of the Merger Agreement		68
Effect of Termination; Termination Expenses		69
Amendment and Supplement; Waiver		70
Assignment		70
Specific Performance		70
Governing Law		70
THE SUPPORT AGREEMENT		70
COMPARISON OF RIGHTS OF BP SHAREHOLDERS AND BPMP UNITHOLDERS		71
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		111
Tax Consequences of the Merger to U.S. Holders of BPMP Common Units		113
Tax Consequences to U.S. Holders of Owning and Disposing of BP ADSs Received in the Merger		114
MATERIAL UK TAX CONSEQUENCES		116
LEGAL MATTERS		118
EXPERTS		119
BP		119
BPMP		119
WHERE YOU CAN FIND MORE INFORMATION		119

Annex A	Merger Agreement	A-1
Annex B	Support Agreement	B-1
Annex C	Opinion of Tudor, Pickering, Holt & Co.	C-1


Date	BP ADSs Closing Price		BPMP Common Unit Closing Price		Equivalent Per Unit Information
December 17, 2021	$	26.30	$	12.91	$	15.12
January 26, 2022	$	31.50	$	18.15	$	18.11


	Year Ended December 31,
	2021E⁽⁴⁾		2022E		2023E		2024E		2025E		2026E		2027E		2028E
	(Financial metrics in millions)
Consolidated BPMP Adjusted EBITDA⁽²⁾	$	187	$	208	$	230	$	217	$	219	$	206	$	205	$	201
Distributable Cash Flow⁽³⁾		—	$	197	$	223	$	184	$	184	$	176	$	177	$	174


Implied Equity Value Per Unit Reference Range Based On:														Implied Value of Exchange Ratio Based On:
2021E EBITDA						2022E EBITDA						Estimated Distribution Yield		Spot Closing Price		VWAP Price
Sanctioned Case		BPMP Case		Sanctioned Plus Options Case		Sanctioned Case		BPMP Case		Sanctioned Plus Options Case
$ $	9.77- 12.92	$ $	9.99- 13.19	$ $	9.77- 12.92		$11.16- $13.93		$11.12- $13.89		$11.36- $14.17		$13.24- $16.35	$	15.12	$	15.51


Announcement Date	Acquiror	Target
October 2021	• Phillips 66	• Phillips 66 Partners LP
October 2021	• Crestwood Equity Partners LP	• Oasis Midstream Partners LP
March 2021	• Chevron Corporation	• Noble Midstream Partners LP
February 2021	• Energy Transfer LP	• Enable Midstream Partners, LP
February 2021	• Brookfield Infrastructure Partners L.P.	• Inter Pipeline Ltd.
December 2020	• TC Energy Corporation	• TC PipeLines, LP
July 2020	• CNX Resources Corporation	• CNX Midstream Partners LP
February 2020	• Equitrans Midstream Corporation	• EQM Midstream Partners, LP
September 2019	• Energy Transfer LP	• SemGroup Corporation
August 2019	• Blackstone Infrastructure Partners L.P.	• Tallgrass Energy, LP
May 2019	• IFM Investors Pty Ltd	• Buckeye Partners, L.P.
May 2019	• MPLX LP	• Andeavor Logistics LP
April 2019	• UGI Corporation	• AmeriGas Partners, L.P.
November 2018	• Dominion Energy, Inc.	• Dominion Energy Midstream Partners, LP
November 2018	• Western Gas Equity Partners, LP	• Western Gas Partners, LP
October 2018	• EnLink Midstream LLC	• EnLink Midstream Partners, LP
October 2018	• Valero Energy Corporation	• Valero Energy Partners LP
October 2018	• Antero Midstream Corporation	• Antero Midstream Partners LP
September 2018	• Enbridge Inc.	• Enbridge Energy Partners, L.P.
September 2018	• Enbridge Inc.	• Enbridge Income Fund Holdings Inc.
June 2018	• Loews Corporation	• Boardwalk Pipeline Partners, LP
August 2018	• Enbridge Inc.	• Spectra Energy Partners, LP
August 2018	• Energy Transfer LP	• Energy Transfer Partners, L.P.
July 2018	• ArcLight Capital Partners, LLC	• TransMontaigne Partners L.P.
June 2018	• Cheniere Energy, Inc.	• Cheniere Energy Partners, LP Holdings, LLC
May 2018	• CVR Energy, Inc.	• CVR Refining, LP
May 2018	• The Williams Companies, Inc.	• Williams Partners L.P.
April 2018	• EQM Midstream Partners, LP	• Rice Midstream Partners LP
March 2018	• Tallgrass Energy GP, LP	• Tallgrass Energy Partners, LP


Implied Equity Value Per Unit Reference Range Based On:					Implied Value of Exchange Ratio Based On:
Sanctioned Case	BPMP Case		Sanctioned Plus Options Case		Spot Closing Price		VWAP Price
$10.75-$15.24	$	10.94-$15.48	$	10.90-$15.44	$	15.12	$	15.51


Name of Beneficial Owner	BPMP Common Units Beneficially Owned⁽¹⁾		Percent of Class		BP Ordinary Shares (or its Equivalent) Beneficially Owned⁽¹⁾		Percent of Class			8% Cumulative First Preference Shares Beneficially Owned⁽¹⁾		Percent of Class			9% Cumulative Second Preference Shares Beneficially Owned⁽¹⁾		Percent of Class
*Five Percent Holders of BP*
JPMorgan Chase Bank N.A., depositary for ADSs, through its nominee Guaranty Nominees Limited⁽²⁾		—		—		4,949,791,849		23.9	%		—		—			—		—
Blackrock, Inc.⁽³⁾		—		—		1,565,259,944		7.6	%		—		—			—		—
The National Farmers Union Mutual Insurance Society Limited⁽⁴⁾		—		—		—		—			945,000		13.1	%		987,000		18.0	%
Interactive Investor Share Dealing Services⁽⁵⁾		—		—		—		—			779,125		10.8	%		353,848		6.5	%
Hargreaves Lansdown Asset Management Limited⁽⁶⁾		—		—		—		—			727,067		10.1	%		—		—
M&G Investment Management Ltd.⁽⁷⁾		—		—		—		—			528,150		7.3	%		644,450		11.8	%
Barclays Capital⁽⁸⁾		—		—		—		—			525,764		7.3	%		—		—
Canaccord Genuity Wealth Management⁽⁹⁾		—		—		—		—			460,497		6.4	%		—		—
Halifax Share Dealing Services⁽¹⁰⁾		—		—		—		—			398,671		5.5	%		—		—
Safra Group⁽¹¹⁾		—		—		—		—			—		—			385,000		7.0	%
Canaccord Genuity Group Inc.⁽¹²⁾		—		—		—		—			—		—			314,906		5.8	%


BP p.l.c.		BPMP

Authorized and Issued Capital
As at January 26, 2022, the allotted and fully paid share capital of BP was 20,720,061,790 BP Ordinary Shares (including treasury shares), each with a nominal value of $0.25, and 7,232,838 8 per cent. cumulative preference shares (the “BP First Preference Shares”) and 5,473,414 9 per cent. cumulative second preference shares (the “BP Second Preference Shares”, together with the BP First Preference Shares, the “BP Preference Shares”), each with a nominal value of £1.00. Of the number of BP Ordinary Shares in issue, 1,036,639,080 were registered as treasury shares. BP has no authorized ordinary share capital limit under the BP Articles but BP Preference Shares are limited to cumulative £20 million of nominal value. All BP Ordinary Shares rank pari passu in all respects and have equal voting rights and no right to a fixed cumulative preferential dividend. All of the BP First Preference Shares rank pari passu in all respects and all of the BP Second Preference Shares		The Partnership Agreement authorizes BPMP to issue an unlimited number of additional equity securities (which may be senior to existing classes and series of outstanding equity interests) for any purpose at any time and from time to time for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any BPMP Unitholders. No fractional units shall be issued by BPMP. As of January 26, 2022, BPMP had outstanding 104,794,540 BPMP Common Units, 56,956,712 of which were owned by BP and its affiliates. BPMP Common Units are listed on the NYSE under the trading symbol “BPMP”.


BP p.l.c.		BPMP
• any contract for the sale of the whole or any part of BP’s property or business determining the way in which as between the several classes of shareholders the purchase consideration shall be distributed. BP Ordinary Shares, the BP First Preference Shares and the BP Second Preference Shares are admitted to the premium listing segment of the Official List of the FCA and to trading on the LSE’s main market for listed securities, under the symbols “BP.”, “BP.A” and “BP.B”, respectively. BP Ordinary Shares have a secondary listing, and are listed, on the Frankfurt, Dusseldorf and Hamburg Stock Exchanges, under the symbol “BPE5”. BP Ordinary Shares trade in the form of BP ADSs in the United States which are listed on the NYSE, where they trade under the trading symbol “BP”. It is a condition to completion of the transaction that the BP ADSs to be issued in connection with the merger consideration be approved for listing on the NYSE.

Issue of Shares / Interests; Pre-emption Rights; Share Repurchases
English law provides that a public company can issue shares provided that the directors have authority to allot such shares by an ordinary resolution passed at a general meeting. Further, English law provides for statutory pre-emption rights that apply on an allotment of equity securities. A listed company can disapply such rights by a special resolution passed by shareholders at a general meeting. On May 12, 2021 at the annual general meeting of BP: • in accordance with the Investment Association Share Capital Management Guidelines, the BP shareholders approved an ordinary resolution granting the BP directors the authority to allot shares in the capital of BP up to a maximum nominal amount of: (a) $1,695,601,677, representing approximately one-third of BP’s issued ordinary share capital (excluding treasury shares) as at February 25, 2021; and (b) a further amount of $1,695,601,677, representing approximately one-third of BP’s issued ordinary share capital (excluding treasury shares) as at February 25, 2021, pursuant to a rights issue only; and		The Partnership Agreement authorizes BPMP to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by the General Partner without the approval of the BPMP Unitholders. It is possible that BPMP will fund acquisitions through the issuance of additional BPMP Common Units, subordinated units or other partnership interests. Holders of any additional common units BPMP issues will be entitled to share equally with the then-existing BPMP Unitholders in BPMP’s distributions. In addition, the issuance of additional BPMP Common Units or other partnership interests may dilute the value of the interests of the then-existing BPMP Unitholders in BPMP’s net assets. In accordance with Delaware law and the provisions of the Partnership Agreement, BPMP may also issue additional partnership interests that, as determined by the General Partner, may have rights to distributions or special voting rights to which the BPMP Common Units are not entitled. In addition, the Partnership Agreement does not prohibit BPMP’s subsidiaries


BP p.l.c.		BPMP

BP / BPMP Dividends and Distributions
If recommended by the BP directors, BP shareholders may, by ordinary resolution, declare dividends but no such dividend may be declared in excess of the amount recommended by the BP directors. The BP directors may also pay interim dividends without obtaining the approval of BP shareholders. No dividend may be paid other than out of profits available for distribution, as determined under IFRS and the Companies Act. Dividends on BP Ordinary Shares are payable only after payment of dividends on the BP Preference Shares. The BP First Preference Shares entitle the holders to a fixed cumulative preferential dividend on the amounts paid up thereon at the rate of 8 per cent. per annum. The BP Second Preference Shares entitle the holders to a fixed cumulative preferential dividend on the amounts paid up thereon (payable next after the dividend on the BP First Preference Shares, but in priority to any dividend on the BP Ordinary Shares) at the rate of 9 per cent. per annum. Any dividend unclaimed after a period of 10 years from the date of declaration of such dividend shall be forfeited and reverts to BP. If BP exercises its right to forfeit shares and sells shares belonging to an untraced BP shareholder then any entitlement to claim dividends or other monies unclaimed in respect of those shares will be for a period of twelve months after the sale. BP may take such steps as the BP directors decide are appropriate in the circumstances to trace the member entitled and the sale may be made at such time and on such terms as the BP directors may decide. The BP directors have the power to declare and pay dividends in any currency provided that a sterling equivalent is announced. BP’s policy is to announce dividends for BP Ordinary Shares in US dollars and state an equivalent sterling dividend. Dividends on BP Ordinary Shares will be paid in sterling and on BP ADSs in US dollars. At BP’s annual general meeting held on April 15, 2010, BP shareholders approved the introduction of a Scrip Dividend Programme (the “Scrip Programme”) and to include provisions in the BP Articles to enable BP to operate the Scrip Programme. The Scrip Programme was renewed at BP’s annual general meeting held on		Any distributions BPMP makes are characterized as made from “operating surplus” or “capital surplus.” Distributions from operating surplus are made differently than cash distributions that BPMP would make from capital surplus. Operating surplus distributions will be made to BPMP Unitholders and, if BPMP makes quarterly distributions above the first target distribution level described below, to the holder of its Incentive Distribution Rights. BPMP does not anticipate that it will make any distributions from capital surplus. In such an event, however, any capital surplus distribution would be made pro rata to all BPMP Unitholders, but the Incentive Distribution Rights would generally not participate in any capital surplus distributions. Any distribution from capital surplus would result in a reduction of the minimum quarterly distribution and target distribution levels and, if BPMP reduces the minimum quarterly distribution to zero and eliminates any unpaid arrearages, thereafter capital surplus would be distributed as if it were operating surplus and the Incentive Distribution Rights would thereafter be entitled to participate in such distributions. Operating Surplus. BPMP defines operating surplus with respect to any period as: • $110.0 million (as described below); plus • all of the cash receipts of BPMP and BPMP’s subsidiaries after October 30, 2017, the closing date of its initial public offering (“IPO”), through the last day of such period, excluding cash from interim capital transactions (as defined below) and provided that cash receipts from the termination of any hedge contract prior to its stipulated settlement or termination date will be included in equal quarterly installments over the remaining scheduled life of such hedge contract had it not been terminated; plus • cash distributions paid in respect of equity issued (including incremental distributions on Incentive Distribution Rights) to finance all or a portion of expansion capital expenditures in respect of the period that commences when BPMP enters into a


BP p.l.c.		BPMP
		Distributions of Cash Upon Liquidation If BPMP dissolves in accordance with the Partnership Agreement, it will sell or otherwise dispose of its assets in a process called liquidation. BPMP will first apply the proceeds of liquidation to the payment of its creditors. BPMP will distribute any remaining proceeds to the BPMP Unitholders and the holders of the Incentive Distribution Rights, in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of BPMP assets in liquidation. The allocations of gain and loss upon liquidation are intended, to the extent possible, to entitle the BPMP Unitholders to a repayment of the initial value contributed by BPMP Unitholders for their BPMP Common Units, which BPMP refers to as the “initial unit price” for each BPMP Common Unit. The allocations of gain and loss upon liquidation are also intended, to the extent possible, to entitle the BPMP Unitholders to a preference over the holders of subordinated units upon BPMP’s liquidation, to the extent required to permit BPMP Unitholders to receive their initial unit price plus the minimum quarterly distribution for the quarter during which liquidation occurs plus any unpaid arrearages in payment of the minimum quarterly distribution on the BPMP Common Units. However, there may not be sufficient gain upon BPMP’s liquidation to enable the BPMP Unitholders to fully recover all of these amounts, even though there may be cash available for distribution to the holders of subordinated units. Any further net gain recognized upon liquidation will be allocated in a manner that takes into account the Incentive Distribution Rights.

Incentive Distribution Rights
Not applicable.		The General Partner, as the initial holder of BPMP’s Incentive Distribution Rights, has the right under the Partnership Agreement to elect to relinquish the right to receive incentive distribution payments based on the initial target distribution levels and to reset, at higher levels, the minimum quarterly distributions and the target distribution levels upon which the incentive distribution payments would be set. If the General Partner transfers all or a portion of the Incentive Distribution Rights in the future, then the holder or holders of a majority of BPMP’s Incentive Distribution Rights will be entitled to exercise this right. The following discussion assumes that the


BP p.l.c.		BPMP
		common units based on the formula described below that takes into account the “cash parity” value of the cash distributions related to the Incentive Distribution Rights for the quarter prior to the reset event as compared to the cash distribution per BPMP Common Unit in such quarter. The number of BPMP Common Units to be issued in connection with a resetting of the minimum quarterly distribution amount and the target distribution levels would equal the quotient determined by dividing (x) the amount of cash distributions received in respect of the Incentive Distribution Rights for the fiscal quarter ended immediately prior to the date of such reset election by (y) the amount of cash distributed per common unit with respect to such quarter. Following a reset election, the reset minimum quarterly distribution will be calculated and the target distribution levels will be reset to be correspondingly higher such that BPMP would make distributions from operating surplus for each quarter thereafter as follows: • first, to all BPMP Unitholders, pro rata, until each BPMP Unitholder receives an amount per unit for that quarter equal to 115.0% of the reset minimum quarterly distribution; • second, 85.0% to all BPMP Unitholders, pro rata, and 15.0% to the holders of BPMP’s Incentive Distribution Rights, until each unitholder receives an amount per unit for that quarter equal to 125.0% of the reset minimum quarterly distribution; • third, 75.0% to all BPMP Unitholders, pro rata, and 25.0% to the holders of BPMP’s Incentive Distribution Rights, until each unitholder receives an amount per unit for that quarter equal to 150.0% of the reset minimum quarterly distribution; and • thereafter, 50.0% to all BPMP Unitholders, pro rata, and 50.0% to the holders of BPMP’s Incentive Distribution Rights.

Required Shareholder / Unitholder Votes for Certain Transactions
The following matters, among others, require the approval of BP shareholders and, for the reason set out in the section entitled “Meetings; Voting; Action by		The following is a summary of the BPMP Unitholder vote required for approval of the matters specified below. Matters that call for the approval of a “unit


BP p.l.c.		BPMP
		counsel regarding limited liability and tax matters and the governing instruments of the new entity provide the BPMP Unitholders and the General Partner with the same rights and obligations as contained in the Partnership Agreement. The BPMP Unitholders are not entitled to dissenters’ rights of appraisal under the Partnership Agreement or applicable Delaware law in the event of a conversion, merger or consolidation, a sale of substantially all of BPMP’s assets or any other similar transaction or event.

Management by Board of Directors / General Partner
The day to day business and affairs of BP shall be managed by the BP directors, who may exercise all such powers of BP as are not required by the BP Articles or the Companies Act to be exercised by BP in general meetings. The directors may delegate any of their powers or discretions to committees appointed by them and set the terms of reference for such committees. The BP Board has established four principal board committees: a people and governance committee, an audit committee, a safety and sustainability committee and a remuneration committee. The composition of the people and governance committee, the audit committee and the remuneration committee is determined in line with the UK Corporate Governance Code. Notwithstanding the fact that there is no age limit requirement for directors to retire, at each BP annual general meeting, BP’s Articles provide that all BP directors shall retire annually. In line with the recommendations of the UK Corporate Governance Code, all of the directors wishing to continue serving, and considered eligible by the BP Board, offer themselves for re-election at every annual general meeting. Under the UK Corporate Governance Code, a majority of the BP Board (other than the Chair) are required to be independent. Under English law, any agreement under which a director agrees to perform services (as a director or otherwise) for a company or its subsidiaries is defined as a service agreement. Service agreements with a guaranteed term of more than two years require prior approval by the shareholders by ordinary resolution at a		The General Partner shall conduct, direct and manage all activities of BPMP. Except as otherwise expressly provided in the Partnership Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other persons, all management powers over the business and affairs of BPMP shall be exclusively vested in the General Partner, and no other partner of BPMP shall have any management power over the business and affairs of BPMP. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of the Partnership Agreement, the General Partner shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of BPMP.


BP p.l.c.		BPMP
general meeting. English law permits a company to provide for terms of different lengths for its directors.

Nomination and Election of Directors / General Partner
No person shall be appointed or reappointed a director at any general meeting unless: (a) he or she is a director retiring at the general meeting; (b) he or she is recommended by the BP directors for election; (c) not less than seven nor more than 42 days before the date appointed for the meeting there shall have been lodged at the registered office notice in writing signed by a BP shareholder (other than the person to be proposed), duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.		Please refer to the section entitled “Removal of Directors / Withdrawal or Removal of General Partner.”

Removal of Directors / Withdrawal or Removal of General Partner
Under the Companies Act, BP shareholders may, by ordinary resolution (of which special notice has been given in accordance with the Companies Act), remove any BP director from office (notwithstanding any agreement to the contrary, but without prejudice to any claim that the BP director may have for the breach of such agreement) and appoint another person to fill the vacancy. In the absence of such appointment, the vacancy arising upon the removal of a director from office may be filled as a casual vacancy. In addition to any power of removal under the Companies Act, BP shareholders may, under the BP Articles, by ordinary resolution (of which no special notice need be given), remove a director before the expiration of his or her period of office and, subject to the BP Articles, may by ordinary resolution, appoint another person who is willing to act as a director, and is permitted by law to do so, to be a director instead of him or her.		Because the withdrawal of the General Partner can cause BPMP’s dissolution without the approval of the BPMP Unitholders, the General Partner has agreed not to withdraw voluntarily as BPMP’s general partner prior to December 31, 2027 without obtaining the approval of the holders of at least a majority of the outstanding BPMP Common Units, excluding BPMP Common Units held by the General Partner and its affiliates, and furnishing an opinion of counsel regarding limited liability and tax matters. On or after December 31, 2027, the General Partner may withdraw as general partner without first obtaining approval of any unitholder by giving 90 days’ written notice, and that withdrawal will not constitute a violation of the Partnership Agreement. The General Partner’s agreement not to withdraw prior to December 31, 2027 does not restrict the sale of the General Partner or the transfer of the general partner interest to a third party without BPMP Unitholders’ consent because such transfer would not cause BPMP’s dissolution. Notwithstanding the information above, the General Partner may withdraw without BPMP Unitholders’ approval upon 90 days’ notice to the BPMP Unitholders if at least 50% of the outstanding BPMP Common Units are held or controlled by one person and its affiliates, other than the General Partner and its affiliates. In addition, the Partnership Agreement permits the General Partner, in some instances, to sell or otherwise transfer all of its general partner interest in


BP p.l.c.		BPMP
		selected by the departing general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value. If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner’s general partner interest and all its and its affiliates’ Incentive Distribution Rights will automatically convert into BPMP Common Units equal to the fair market value of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph. In addition, BPMP will be required to reimburse the departing general partner for all amounts due the departing general partner, including, without limitation, all employee-related liabilities, including severance liabilities, incurred as a result of the termination of any employees employed for BPMP’s benefit by the departing general partner or its affiliates.

Transfer of BP Ordinary Shares / BPMP Common Units / General Partner Interest
The BP Ordinary Shares are freely transferable and there are no restrictions on transfer. The BP Articles include provisions relating to the administrative requirements associated with such transfer. The BP directors may refuse to register a transfer of BP Ordinary Shares which are not fully paid or if such transfer is in favour of more than four persons jointly.		Upon the transfer of a BPMP Common Unit in accordance with the Partnership Agreement, the transferee of the BPMP Common Unit shall be admitted as a BPMP Unitholder with respect to the BPMP Common Units transferred when such transfer and admission are reflected in BPMP’s books and records. Each transferee: • automatically becomes bound by the terms and conditions of the Partnership Agreement; • represents that the transferee has the capacity, power and authority to enter into the Partnership Agreement; and • makes the consents, acknowledgments and waivers contained in the Partnership Agreement. The General Partner will cause any transfers to be recorded on BPMP’s books and records from time to time (or shall cause the transfer agent to do so, as applicable).


BP p.l.c.		BPMP
		BPMP is entitled to treat the nominee holder of a BPMP Common Unit as the absolute owner in the event such nominee is the record holder of such BPMP Common Unit. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder. BPMP Common Units are securities and any transfers are subject to the laws governing the transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a substituted limited partner in BPMP for the transferred BPMP Common Units. Until a BPMP Common Unit has been transferred on BPMP’s books, BPMP and the transfer agent may treat the record holder of the BPMP Common Unit as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations. For a discussion on the transfer of general partner interests, please refer to the section entitled “Removal of Directors / Withdrawal or Removal of General Partner.”

Limited Call Right
Not applicable.		If at any time the General Partner and its affiliates own more than 80% of the then-issued and outstanding limited partner interests of any class, the General Partner will have the right, which it may assign in whole or in part to any of its affiliates or to BPMP, to acquire all, but not less than all, of the limited partner interests of the class held by unaffiliated persons, as of a record date to be selected by the General Partner, on at least 10, but not more than 60, days’ notice. The purchase price in the event of this purchase is the greater of: • the highest price paid by the General Partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which the General Partner first mails notice of its election to purchase those limited partner interests; and • the average of the daily closing prices of the partnership securities of such class over the 20


BP p.l.c.		BPMP
		trading days preceding the date that is three days before the date the notice is mailed. As a result of the General Partner’s right to purchase outstanding limited partner interests, a holder of limited partner interests may have his limited partner interests purchased at an undesirable time or at a price that may be lower than market prices at various times prior to such purchase or lower than a unitholder may anticipate the market price to be in the future. The tax consequences to a BPMP Unitholder of the exercise of this call right are the same as a sale by that BPMP Unitholder of his BPMP Common Units in the market.

Entity Conversion Right
Not applicable.		If, in connection with the enactment of U.S. federal income tax legislation or a change in the official interpretation of existing U.S. federal income tax legislation by a governmental authority, the General Partner determines that it would be adverse to BPMP’s interests (i) for BPMP to continue to be characterized as a partnership for U.S. federal or applicable state and local income tax purposes or (ii) for the BPMP Common Units held by BPMP Unitholders other than the General Partner and its affiliates not to be converted into or exchanged for interests in a newly formed entity taxed as a corporation or an entity taxable at the entity level for U.S. federal or applicable state and local income tax purposes whose sole asset is an interest in BPMP (“parent corporation”), then the General Partner may, without BPMP Unitholder approval, cause BPMP to be treated as an entity taxable as a corporation or subject BPMP to entity-level taxation for U.S. federal or applicable state and local income tax purposes. The General Partner may effect such change through BPMP’s conversion or by any other means or methods, including causing the BPMP Common Units held by BPMP Unitholders other than the General Partner and its affiliates to be converted into or exchanged for interests in the parent corporation. Any such event may be taxable or nontaxable to BPMP Unitholders, depending on the form of the transaction. The tax liability, if any, of a BPMP Unitholder as a result of such event may vary depending on the BPMP Unitholder’s particular situation and may vary from the tax liability of the General Partner and of BPMP’s sponsor. In addition, if the General Partner causes partnership interests in


BP p.l.c.		BPMP
		BPMP to be held by a parent corporation, the General Partner and its affiliates may choose to retain their partnership interests in BPMP rather than convert their partnership interests into parent corporation shares and the General Partner may permit other holders to retain their partnership interests in BPMP on a case by case basis. However, the General Partner will have no duty or obligation to make any such determination or take any actions and may decline to do so in its sole discretion.

Amendment of Governing Documents
Under English law, BP shareholders may, by special resolution, alter, delete, substitute, amend or add to its articles of association and the other constitutional documents of BP. The BP directors are not authorized to change the BP Articles. If at any time the capital of BP is divided into different classes of shares, the rights attached to such shares may be varied as set out in the section entitled “Authorised and Issued Capital.”		Amendments to the Partnership Agreement may be proposed only by the General Partner. However, the General Partner has no duty or obligation to propose any amendment and may decline to do so free of any duty or obligation whatsoever to BPMP or the BPMP Unitholders, including any duty to act in the best interests of BPMP or the BPMP Unitholders. In order to adopt a proposed amendment, other than the amendments discussed below, the General Partner is required to seek written approval of the holders of the number of units required to approve the amendment or to call a meeting of the BPMP Unitholders to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority. Prohibited Amendments No amendment may be made that would: • enlarge the obligations of any BPMP Unitholder without his consent, unless approved by at least a majority of the type or class of limited partner interests so affected; or • enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by BPMP to the General Partner or any of its affiliates without the consent of the General Partner, which consent may be given or withheld in its sole discretion. The provision of the Partnership Agreement preventing the amendments having the effects described in the clauses above can be amended upon the approval of the holders of at least 90.0% of the outstanding units, voting as a single class (including units owned by the General Partner and its affiliates).


BP p.l.c.		BPMP
		Agreement or are otherwise contemplated by the Partnership Agreement. Opinion of Counsel and Unitholder Approval Any amendment that the General Partner determines adversely affects in any material respect one or more particular classes of BPMP Unitholders, and is not permitted to be adopted by the General Partner without BPMP Unitholder approval, requires the approval of at least a majority of the class or classes so affected, but no vote is required by any class or classes of BPMP Unitholders that the General Partner determines are not adversely affected in any material respect. Any such amendment that would have a material adverse effect on the rights or preferences of any type or class of outstanding units in relation to other classes of units requires the approval of at least a majority of the type or class of units so affected. Any such amendment that reduces the voting percentage required to take any action other than to remove the general partner or call a meeting of the BPMP Unitholders is required to be approved by the affirmative vote of BPMP Unitholders whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced. Any such amendment that increases the percentage of units required to remove the General Partner or call a meeting of BPMP Unitholders must be approved by the affirmative vote of BPMP Unitholders whose aggregate outstanding units constitute not less than the percentage sought to be increased. For amendments of the type not requiring BPMP Unitholder approval, the General Partner is not required to obtain an opinion of counsel that an amendment will neither result in a loss of limited liability to the BPMP Unitholders nor result in BPMP being treated as a taxable entity for federal income tax purposes in connection with any of the amendments. No other amendments to the Partnership Agreement will become effective without the approval of holders of at least 90% of the outstanding units, voting as a single class, unless BPMP first obtains an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any of the BPMP Unitholders.

Voting; Action by Written Consent
On a poll, each holder of a BP Ordinary Share who is present in person at a general meeting has one vote for		Each record holder of a BPMP Common Unit has a vote according to its percentage interest in BPMP,


BP p.l.c.		BPMP
attend or vote at the meeting or to appoint a proxy or , if the BP shareholder is a corporation, a corporate representative to do so. BP shareholders do not have the right to cumulative voting. Under English law, shareholders of a public company such as BP are not permitted to pass resolutions by written consent. All shareholder decisions must be taken at the general meeting.		constitute a quorum unless any such action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage. For a discussion on the voting thresholds required for certain transactions, please refer to the section entitled “Required Shareholder / Unitholder Votes for Certain Transactions.”

Proxy Statements and Reports
On a poll, every proxy or corporate representative appointed by a holder of BP Ordinary Shares who is present in person at a general meeting has one vote for every share in respect of which his or her appointment as proxy or corporate representative has been made. On a poll, every proxy or corporate representative appointed by a holder of a BP Preference Share who is present in person at a general meeting has two votes for every £5.00 in nominal value of the BP Preference Shares in respect of which his or her appointment as proxy or corporate representative has been made. On a show of hands, every proxy or corporate representative appointed by a BP shareholder who is present in person at a general meeting shall have one vote, provided that the proxy shall have one vote for the resolution in question and one vote against it if: (a) the proxy has been duly appointed by more than one member entitled to vote on the resolution; and (b) the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it or is instructed by one or more of those members to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use that discretion to vote in the other way). Under English law, there is no separate regulatory regime for the solicitation of proxies. BP is also subject to certain periodic reporting requirements under U.S. securities laws. Specifically, BP is required to publicly file with the SEC an annual report on Form 20-F within four months of the end of the financial year covered by the report. As a foreign private issuer, BP is also be required to publicly furnish to the SEC reports on Form 6-K promptly after		Not applicable.


BP p.l.c.		BPMP
the occurrence of certain events, including material information that it makes or is required to make public pursuant to English law, files or is required to file with any stock exchange on which BP Ordinary Shares trade and which was made public by that exchange, or is otherwise distributed or required to be distributed to BP shareholders.

General Meetings
An annual general meeting and all other general meetings of BP must be called by at least 21 clear days’ written notice (the “clear day” rule is set out in the Companies Act and excludes the day of the meeting and the day that the notice is given). In line with the Companies Act and practice, a special resolution enabling BP to hold general meetings (other than annual general meetings) on 14 clear days’ notice was approved at BP’s 2021 annual general meeting. The notice shall specify the date, time and place of such general meeting, the means, or all different means, of attendance and participation (including, without limitation, any satellite meeting places and any electronic facilities the board has determined be used to enable attendance and participation) and the general nature of the business to be dealt with. Under the Companies Act, in certain circumstances, BP shareholders may propose a resolution to be moved at the annual general meeting or require BP to circulate to all BP shareholders a statement of not more than 1,000 words in relation to a resolution or other matter to be dealt with at a general meeting. BP is required to give notice of such resolution or circulate such statement once it has received requests to do so from: (a) BP shareholders representing at least five per cent. of the total voting rights of all the BP shareholders who have a relevant right to vote; or (b) at least 100 BP shareholders who have a relevant right to vote and hold shares in BP on which there has been paid up an average sum, per BP shareholder, of at least £100. The BP directors may call general meetings. If there are not sufficient BP directors to form a quorum in order to call a general meeting, any BP director may call a general meeting. If there is no director willing or able to do so, any two BP shareholders may call a general meeting for the purpose of appointing one or more directors.		None. For a discussion on the voting procedures when a meeting of the BPMP Unitholders is called, please refer to the section entitled “Voting; Action by Written Consent.”


BP p.l.c.		BPMP
The BP directors are required to call a general meeting if requested by BP shareholders representing at least five per cent. of the paid-up capital of BP as carries the right of voting at general meetings (excluding any paid-up capital held as treasury shares). Such meeting must be called within 21 days from the date on which the BP directors become subject to the requirement, and held on a date not more than 28 days after the date of the notice calling the meeting. The meeting may only deal with the business stated in the request by BP shareholders, or as proposed by the directors. If the BP directors fail to call the general meeting requested by BP shareholders, the BP shareholders who requested such meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting. Such meeting must be called for a date not more than three months after the date on which the BP directors become subject to the requirement to call a meeting. Any reasonable expenses incurred by the relevant BP shareholders requesting the meeting by reason of the failure of the BP directors duly to call a meeting must be reimbursed by BP. No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a BP shareholder or a proxy for a BP shareholder or a duly authorized representative of a corporation which is a BP shareholder, shall be a quorum. The BP directors may make arrangements for simultaneous attendance and participation by electronic means allowing persons not present together at the same place to attend, speak and vote at the meeting (including the use of satellite meeting places).

Appraisal and Dissenters Rights
English law does not generally provide for appraisal rights. However, in the event of a compulsory acquisition or “squeeze out”, under the Companies Act, where: (a) a “takeover offer” is made for the shares of a company incorporated in the UK; and (b) the offeror has acquired or unconditionally contracted to acquire at least 90 per cent. in value of the shares of any class to which the offer relates representing at least 90 per cent. of the voting rights carried by those shares, the offeror may, within three months beginning on the day after the last		None.


BP p.l.c.		BPMP
day on which the offer could be accepted, require shareholders who did not accept the offer to transfer their shares to the offeror on the terms of the offer. A dissenting shareholder may object to the transfer or its proposed terms by applying to the court within six weeks of the date on which notice of the required transfer was given by the offeror. The court may, on receiving such an application, order: (a) that the offeror is not entitled and bound to acquire the shares to which the notice relates; or (b) that the terms on which the offeror is entitled and bound to acquire the shares shall be such as the court thinks fit. A minority shareholder is entitled, in circumstances similar to the “squeeze out” described above, to require the offeror to acquire his or her shares on the same terms as those contained in the original offer. The period within which the offeree shareholder must exercise his or her rights is the later of: (a) three months from the close of the offer; and (b) three months from when the bidder gives the shareholder notice of his or her rights.

Indemnification and Limitation on Liability
Save as described below, under English law, any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Subject to certain exceptions, English law does not permit BP to indemnify a BP director against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to BP. The exceptions allow BP to: (a) purchase and maintain director and officer insurance insuring its directors or the directors of an “associated company” (i.e., a company that is a subsidiary of BP) against any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to the company of which he or she is a director; (b) provide a qualifying third party indemnity provision which permits BP to indemnify its directors and directors of an associated company in respect of proceedings brought by third parties (covering both legal costs and the amount of any adverse judgment), except for (i) the legal costs of an unsuccessful defense of criminal proceedings or civil proceedings brought by the company or an associated company, or the legal costs		The Partnership Agreement provides that certain persons, including the General Partner, managers, managing members, directors and officers, shall not be liable for monetary damages to BPMP, any of the BPMP Unitholders or any other persons who are bound by the Partnership Agreement for losses sustained or liabilities incurred as a result of any act or omission of any such person unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, such person acted in bad faith or engaged in intentional fraud, willful misconduct, or, in the case of a criminal matter, acted with knowledge that such person’s conduct was unlawful. The Partnership Agreement indemnifies certain persons, including the General Partner, managers, managing members, directors and officers, to the fullest extent permitted by law for any proceedings as a result of such persons acting on behalf of BPMP, subject to certain limitations in the Partnership Agreement. The Partnership Agreement also provides for advancement of expenses for proceedings against any such person. Further, the Partnership Agreement allows BMP to purchase and maintain insurance on


BP p.l.c.		BPMP
incurred in connection with certain specified applications by the director for relief where the court refuses to grant the relief; (ii) fines imposed in criminal proceedings; and (iii) penalties imposed by regulatory bodies; (iv) loan funds to a director to meet expenditure incurred defending civil and criminal proceedings against him or her (even if the action is brought by the company itself), or expenditure incurred applying for certain specified relief, subject to the requirement that the loan must be on terms that it is repaid if the defense or application for relief is unsuccessful; and (v) provide a qualifying pension scheme indemnity provision, which allows the company to indemnify a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with such director’s activities as a trustee of the scheme (subject to certain exceptions). Under the BP Articles, subject to the Companies Act (including as set out above), every current or former director, secretary, or other officer of BP shall be entitled to be indemnified by BP against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.		behalf of the General Partner and any person designated by the General Partner to protect against any liability incurred by such person on behalf of BPMP.

Exclusive Forum
The BP Articles do not stipulate an exclusive forum for a derivative action brought by a BP shareholder pursuant to the Companies Act. However, the Companies Act requires that a shareholder of a company who brings a derivative claim or seeks to continue a claim as a derivative claim must apply to the courts of England and Wales for permission to continue the claim.		The Partnership Agreement is governed by Delaware law. The Partnership Agreement requires that any claims, suits, actions or proceedings: • arising out of or relating in any way to the Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the partnership agreement or the duties, obligations or liabilities among BPMP Unitholders or of BPMP Unitholders to BPMP, or the rights or powers of, or restrictions on, the BPMP Unitholders or BPMP); • brought in a derivative manner on behalf of BPMP; • asserting a claim of breach of a duty owed by any director, officer or other employee of BPMP or the General Partner, or owed by the General Partner, to BPMP or the BPMP Unitholders; • asserting a claim arising pursuant to any provision of the Delaware Act; or


BP p.l.c.		BPMP
		• asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction), regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. In addition, the Partnership Agreement provides that each BPMP Unitholder irrevocably waives the right to trial by jury in any such claim, suit, action or proceeding.

Shareholder Actions
The Companies Act provides limited circumstances in which a shareholder of a company may bring a derivative claim on behalf of the company. Such a claim may only be brought in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of the company. It is immaterial whether the cause of action arose before or after the person seeking to bring the claim became a shareholder of the company. A person seeking to bring a derivative claim must obtain the permission of the courts of England and Wales to continue that claim after issue. The courts of England and Wales must refuse the claim if the action would not promote the success of the company, or the company authorized the director’s action or omission before it occurred, or has since ratified the action or omission (in both cases provided the act is capable of authorization or ratification). If there is no absolute bar to continuing the claim, the courts of England and Wales must consider the following (non-exhaustive) factors: (a) whether the shareholder is acting in good faith; (b) the importance that a person acting in accordance with the duty to promote the success of the company would accord to the proposed claim; (c) whether a proposed or past act or omission would be likely to be authorized or ratified; (d) whether the company has decided not to pursue the claim; (e) whether the shareholder has a cause of action that he or she may pursue in his or her own right rather than on behalf of the company; and (f) the views of the shareholders of the company who have no personal direct or indirect interest in the matter.		Not applicable.


BP p.l.c.		BPMP
The Companies Act also permits a shareholder to apply to the courts of England and Wales for relief on the grounds that: (a) the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of all or some shareholders, including the shareholder making the claim; or (b) any act or omission of the company is or would be so prejudicial. The UK Limitation Act 1980 imposes a limitation period, with certain exceptions, of civil claims. The period is six years in respect of actions in contract and tort, and 12 years for breach of any obligation contained in a deed. The period starts to run on the date that the action accrued. In the case of contract, this is the date on which the breach occurred, and in tort this is the date on which the damage occurred.

Conflicts of Interest and Fiduciary Duties
Under English law, a director is under a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the company and is obliged to declare his or her interest in a proposed or ongoing transaction to the other directors. It is an offense to fail to declare an interest. The Companies Act requires a director of a company who is in any way interested in a contract or proposed contract with the company to declare the nature of the director’s interest at a meeting of the directors of the company. The definition of ‘interest’ includes the interests of spouses, children, companies and trusts. The Companies Act also requires that a director must avoid a situation where a director has, or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the company’s interests. The Companies Act allows directors of public companies to authorize such conflicts where appropriate, if a company’s articles of association so permit. The BP Articles permit the authorization of such conflicts. A BP director shall not vote at a meeting of the directors on any resolution (and shall not be counted in the quorum at such meeting in relation to any resolution) concerning any contract or arrangement or any other transaction or proposal whatsoever in which he or she has any material interest (otherwise than by virtue of his interests in shares or debentures or other securities of BP) unless his or her interest arises only because the		The Partnership Agreement contains provisions that eliminate the General Partner’s fiduciary duties to BPMP and the BPMP Unitholders. The Partnership Agreement also restricts the remedies available to BPMP Unitholders for actions taken that might, without those limitations, constitute breaches of fiduciary duty. The General Partner may take into account the interests of other parties in addition to BPMP’s interests when resolving conflicts of interest. In effect, these provisions limit the General Partner’s fiduciary duties to BPMP Unitholders. The Partnership Agreement also restricts the remedies available to BPMP Unitholders for actions taken by the General Partner that might, without those limitations, constitute breaches of fiduciary duty. Whenever a potential conflict of interest arises between the General Partner or any of its affiliates, on the one hand, and BPMP, its subsidiaries or any partner, on the other, any resolution or course of action by the General Partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by all partners and will not breach the Partnership Agreement or any duty stated or implied by law or equity, if the resolution or course of action is: • approved by Special Approval; or • approved by the vote of a majority of outstanding BPMP Common Units (excluding


BP p.l.c.		BPMP
case falls within one or more of the exceptions listed in the BP Articles. The duty to avoid a conflict of interest is not infringed if the situation cannot reasonably be regarded as likely to give rise to a conflict of interest or if the matter has been authorized by the directors in accordance with the BP Articles. Provided that the director has declared his or her interest to the other directors, a director notwithstanding his or her office may, generally: (a) be a party to, or otherwise interested in, any transaction or arrangement with the company or in which the company is directly or indirectly interested; or (b) be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the company is directly or indirectly interested. Under English law, BP’s directors have a statutory and fiduciary duty to take only those actions that are in the interests of the company as a whole. Pursuant to the Companies Act, directors must: • act in a way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole; • act in accordance with the company’s constitution and exercise powers only for the purposes for which they are conferred; • exercise independent judgment; • exercise reasonable care, skill and diligence; • avoid conflicts of interest; • not accept benefits from third parties; and • declare an interest in a proposed transaction with the company.		BPMP Common Units owned by the General Partner and its affiliates). The General Partner is authorized but will not be required in connection with its resolution of a conflict of interest to seek Special Approval of the BPMP Conflicts Committee or approval of the BPMP Unitholders and may adopt a resolution or course of action that has not received such approval. If Special Approval is sought, then it will be presumed the BPMP Conflicts Committee of the GP Board acted in good faith. The Partnership Agreement also entitles the General Partner to take or decline to take any action in its individual capacity, as opposed to in its capacity as the general partner of BPMP, free of any duty (including any fiduciary duty) or obligation whatsoever to BPMP, its subsidiaries or any BPMP Unitholder or any other person bound by the Partnership Agreement and, to the fullest extent permitted by law, with no requirement to act in good faith

Related Party Transactions
Under the FCA Listing Rules, the definition of a related party includes any person who is (or was within the 12 months before the date of the transaction or arrangement) a substantial shareholder of BP (i.e., any person who is entitled to exercise, or to control the exercise of, 10 per cent. or more of the votes able to be		Please refer to the section entitled “Conflicts of Interest and Fiduciary Duties.”


BP p.l.c.		BPMP
cast at a general meeting of BP), any person who is (or was within the 12 months before the date of the transaction or arrangement) a director or shadow director of BP or any of its subsidiaries, any person who “exercises significant influence over the company” or any associate of a related party. A related party transaction is a transaction or arrangement (other than in the ordinary course between a listed company or any of its subsidiaries and a related party. Certain tests (“class tests”) are used to assess the impact of the related party transaction on the listed company (or any of its subsidiaries). BP’s obligations would be dependent on the outcome of the class tests. Depending on the size of the transaction: (a) no action may be required; (b) BP may have to obtain confirmation from a “sponsor” appointed in accordance with the FCA Listing Rules that the terms of the proposed transaction are fair and reasonable and announce details relating to the transaction as soon as possible; or (c) BP may need to obtain BP shareholder approval at a general meeting prior to entering into the transaction. Further, under the Companies Act, certain transactions between a director (or a person connected with a director) and a related company of which he or she is a director are prohibited unless approved by the shareholders, such as loans, credit transactions and substantial property transactions.

Annual and Periodic Reporting
BP is required to meet continuing obligations under UK law, including making notifications and announcements with respect to: • Financial reporting: BP must publish an annual report as soon as possible and in any event within four months after the end of each financial year. The annual report must include consolidated audited accounts, a management report and a responsibility statement. It must also contain: (a) a statement describing how the directors have had regard to certain matters set out in section 172 of the Companies Act concerning the duties of a director to promote the success of the company for the benefit of its members; (b) a going concern statement (as to whether the board considers it appropriate to adopt the going concern basis of		BPMP is required under SEC rules to file annual reports on Form 10-K and quarterly reports on form 10-Q with the SEC on an ongoing basis. BPMP must also file current reports on Form 8-K to report certain specified events, including: • entry into and termination of a material definitive agreement (a copy of the agreement must also be publicly filed); • completion of an acquisition or disposition of assets; • notice of a delisting or failure to satisfy a continued listing rule or standard or transfer of listing; • unregistered sales of equity securities;


BP p.l.c.		BPMP
• Significant transactions: significant acquisitions and disposals by BP or one of its subsidiaries must be publicly disclosed. • Transactions with related parties: where any transaction or arrangement over a certain size is proposed between a listed company (or any of its subsidiary undertakings) and a related party (as further described in the section entitled “Related Party Transactions”), an RIS announcement, a shareholder circular and the prior approval of the company in general meeting will generally be required. • Corporate Governance: BP is required to make a statement in its annual report regarding its compliance with the UK Corporate Governance Code. BP is also subject to certain periodic reporting requirements under U.S. securities laws.

Disclosure of Interest in Shares
There are no provisions in the BP Articles requiring any person acquiring, holding or disposing of a certain percentage of the BP shares are required to make disclosure of their ownership percentage, although there are such requirements under UK law. The basic disclosure requirement under Rule 5 of the FCA DTRs, imposes a statutory obligation on a person to notify BP and the FCA of the percentage of the voting rights in BP such person holds or is deemed to hold, through its direct or indirect holding of certain financial instruments, if the percentage of those voting rights: • reaches, exceeds or falls below three per cent. and/or any subsequent whole percentage figure as a result of an acquisition or disposal of shares or financial instruments; or • reaches, exceeds or falls below any such threshold as a result of any change in the number of voting rights attached to shares in BP. The FCA DTRs set out in detail the circumstances in which an obligation of disclosure will arise, as well as certain exemptions from those obligations for specified persons. Under section 793 of the Companies Act, BP may, by notice in writing, require a person that BP knows or has		Section 16 of the Exchange Act requires any beneficial owner of more than 10% of any class of BPMP’s equity securities and any officer or director of BPMP to report on Forms 3, 4 or 5, and transactions involving the acquisition or divestment of equity interests in BPMP.


BP p.l.c.		BPMP
reasonable cause to believe has or had during the three years preceding the date of notice an interest in BP shares, to indicate whether or not that is the case and, if that person does or did hold an interest in BP shares, to provide certain information as set out in that act. Under the FCA Listing Rules, BP is required to disclose in its annual report the interests of each of its directors and their connected persons. The Market Abuse Regulation imposes an obligation of disclosure on “persons discharging managerial responsibility” (including directors) and their “closely associated” persons (in each case, as defined therein) to notify BP and the FCA of every transaction relating to the shares or debt instruments of BP. The City Code on Takeovers and Mergers also imposes strict disclosure requirements with regard to dealings in the securities of an offeror or offeree company on all parties to a takeover and also on their respective associates during the course of an offer period. The Market Abuse Regulation (EU) No. 596/2014 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”) prohibits any person from dealing in shares when in possession of inside information. MAR also prohibits directors and other persons discharging management responsibilities from dealing in BP securities during the 30-day period before the announcement of interim or annual financial results.

Takeover Provisions
Under English law, BP’s directors have a fiduciary duty to take only those actions that are in the interests of the company and its shareholders as a whole (as further described in the section entitled “Conflicts of Interest and Fiduciary Duties”). Generally, anti-takeover measures are not actions that fall within this category. BP is subject to the City Code on Takeovers and Mergers, which governs the conduct of mergers and takeovers in the UK. Any takeover of BP would have to be in accordance with this code. There are no provisions in the BP Articles that would have an effect of delaying, deferring or preventing a takeover by, or change of control of, BP.		Not applicable.


BP p.l.c.		BPMP

Rights of Inspections
Under English law, a company must retain and keep available for inspection by shareholders free of charge, and by any other person on payment of a prescribed fee, its register of shareholders. It must also keep available for inspection by shareholders free of charge records of all resolutions and meetings by shareholders and for a fee, provide copies of the minutes to shareholders who request them. Shareholders may also inspect the service contracts of directors at BP’s registered offices during business hours. In each case, the records of all resolutions and meetings by shareholders should be kept for at least ten years. These records may be kept in electronic form, as long as they are capable of being produced in hard copy form. The BP Articles provide that no BP shareholder (other than a director) shall have any right to inspect any of the accounting records or books or documents of BP except to the extent such right is conferred on that shareholder by law, ordered by a court of competent jurisdiction or authorised by the BP directors or by ordinary resolution of BP.		Under the Partnership Agreement, the General Partner shall keep or cause to be kept appropriate books and records with respect to BPMP’s business. Any books and records maintained by or on behalf of BPMP in the regular course of its business, including the record of the record holders of units or other interests in BPMP, books of account and records of BPMP proceedings, may be kept on, or be in the form of, computer disks, hard drives, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of BPMP shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. BPMP shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-based measures, including operating surplus and adjusted operating surplus, by making such adjustments to its accrual basis books to account for non-cash items and other adjustments as the General Partner determines to be necessary or appropriate. Each BPMP Unitholder shall have the right, upon reasonable written demand stating the purpose of such demand and at such BPMP Unitholder’s own expense, to obtain (i) true and full information regarding the status of the business and financial condition of BPMP (provided that such requirement shall be satisfied if the BPMP Unitholder is furnished BPMP’s most recent annual report and any subsequent quarterly or periodic reports required to be filed (or which would be required to be filed) with the Commission pursuant to Section 13 of the Exchange Act); (ii) a current list of the name and last known business, residence or mailing address of each record holder; and (iii) a copy of the Partnership Agreement and the Certificate of Limited Partnership of BPMP and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which the Partnership Agreement, the Certificate of Limited Partnership of BPMP and all amendments thereto have been executed. The aforementioned rights of BPMP Unitholders replace in their entirety any rights to information provided for in Section 17-305(a) of the Delaware


BP p.l.c.		BPMP
		Act and each of the BPMP Unitholders, each other person who acquires an interest in an interest in BPMP and each other person bound by the Partnership Agreement hereby agrees to the fullest extent permitted by law that they do not have any rights as partners to receive any information either pursuant to Section 17-305(a) of the Delaware Act or otherwise except for the information outlined above.

Taxation
See “Material U.S. Federal Income Tax Consequences” and “Material UK Tax Consequences.”		BPMP is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income tax. Each BPMP Unitholder receives a Schedule K-1 from BPMP reflecting such unitholder’s share of BPMP’s items of income, gain, loss and deduction for each taxable year following the end of such taxable year.