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1 May 2025 16:40
BP p.l.c.
Notification of transactions of persons discharging managerial responsibility or connected persons
EDIP performance shares 2025-2027 award
BP p.l.c. (the "Company") announces that, on 30 April 2025, conditional performance share awards (the "Awards") were made under the bp Executive Directors' Incentive Plan (the "Plan"). The Awards were made in accordance with the rules of the Plan and the 2023 directors' remuneration policy (the "Policy") and as provided for in the 2024 directors' remuneration report (the "Report"), which were approved by shareholders on 27 April 2023 and 17 April 2025 respectively.
Level of award
The Remuneration Committee (the "Committee") has made these Awards at 500% of base salary for the chief executive officer and 450% for the chief financial officer, in line with the Policy. In calculating the number of bp shares over which these Awards have been made, the Committee has applied the average price of bp shares over the 90 calendar days up to and including the annual general meeting that was held on 17 April 2025 (£4.21).
The Committee retains absolute discretion to adjust the formulaic outcome at the time of vesting of the Awards should it not reflect the shareholder experience over the performance period or be otherwise inconsistent with the size of the Award.
Performance conditions
As set out in the Policy and Report, Awards will vest subject to performance against a combination of the following financial and strategic measures:
· Relative total shareholder return (25%) assessed against a benchmarking group, comprising Chevron, Eni, Equinor, ExxonMobil, Repsol, Shell and TotalEnergies;
· Return on average capital employed (20%);
· Adjusted free cash flow compound annual growth rate per share (20%);
· Cumulative reduction percentage in operated carbon emissions (15%); and
· Strategic progress (20%), where consideration may be given to the following measures and a holistic review by the Committee of progress against strategy set out in the Capital Markets Update in February 2025:
o Divestments
o Net debt
o Structural cost reduction.
Number of shares subject to award
Name | Award |
Murray Auchincloss | 1,790,973 ordinary shares |
Kate Thomson | 923,515 ordinary shares |
These awards will vest in three years and in proportion to the outcomes measured through the performance scorecard, with a holding period that requires the shares to be retained for a further three years. The executive directors will be entitled to the value of reinvested dividends on those ordinary shares which vest.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Murray Auchincloss | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief executive officer / Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | BP p.l.c. | ||||
b) | LEI | 213800LH1BZH3DI6G760 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of $0.25 GB0007980591 | ||||
b) | Nature of the transaction | 1,790,973 performance share units (in the form of ordinary shares) awarded under the bp Executive Directors' Incentive Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Volume
- Price
- Total |
1,790,973
Nil consideration. Market value £4.21
Nil consideration. Market value £7,539,996.33 | ||||
e) | Date of the transaction | 30 April 2025 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Kate Thomson | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief financial officer / Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | BP p.l.c. | ||||
b) | LEI | 213800LH1BZH3DI6G760 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of $0.25 GB0007980591 | ||||
b) | Nature of the transaction | 923,515 performance share units (in the form of ordinary shares) awarded under the bp Executive Directors' Incentive Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Volume
- Price
- Total |
923,515
Nil consideration. Market value £4.21
Nil consideration. Market value £3,887,998.15 | ||||
e) | Date of the transaction | 30 April 2025 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.
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