BP Capital Markets PLC Notice of conversion price adjustment (2850Q)

TIDM89FF

RNS Number : 2850Q

BP Capital Markets PLC

17 February 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

17(th) February 2023

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

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

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

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

The Issuer hereby notifies Bondholders that, as a result of the Cash Dividend of US$0.0661 per Ordinary Share (translated into pounds sterling in accordance with the Conditions to GBP0.055031, rounded to 6 decimal places solely for the purpose of specifying a number in this notice) with an Ex-Date of 16(th) February 2023, the Conversion Price is adjusted to GBP4.5978 (previously GBP4.5820) in accordance with Condition 6(a)(ii), and consequently the Conversion Ratio is adjusted to 21,749.5324 (previously 21,824.5308), all effective from the Relevant Adjustment Date of 16(th) February 2023.

For further information, please contact:

BP Capital Markets p.l.c.

25 North Colonnade

Canary Wharf

London E14 5HZ

United Kingdom

   Tel:                   +44 (0) 20 3683 0901 
   Attention:          Gary Admans

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

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

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

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

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February 17, 2023 03:56 ET (08:56 GMT)

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