BP : and Woolworths partnership will deliver a world-class fuel and convenience offer for Australian consumers

• BP will be establishing a strategic partnership with Woolworths, one of Australia's largest supermarket retailers. The agreement includes BP acquiring, rebranding and operating Woolworths' existing 527 fuel and convenience sites, as well as an additional 16 sites currently under construction, across Australia for a total consideration of US$1.3 billion.
• A new fuel and convenience offer, Metro at BP, will be the first of its kind for Australia's growing convenience sector, bringing together BP's quality fuels, Woolworths' Everyday Rewards, fuel discount dockets and a new range of high-quality, ready-to-eat and take home fresh food products.
• The combination of BP's international experience and expertise in fuel and convenience offers, with Woolworths' network, high-quality food products and loyalty program is an exciting prospect for customers and is expected to create additional value for BP.
• Initially, the partners will launch a Metro at BP pilot program across 16 BP fuel and convenience sites and phase two of the program will expand the Metro at BP format across more than 200 sites.
• BP's global expertise and experience has delivered leading fuel and convenience offers through major partnerships around the world, including with Marks & Spencer in the UK and REWE in Germany.
• The transaction will be subject to Australian Competition and Consumer Commission (ACCC) and Foreign Investment Review Board (FIRB) approval.

BP and Woolworths Group (Woolworths) today announced that they have agreed to enter a strategic partnership that will include BP acquiring, rebranding and operating Woolworths' existing 527 fuel and convenience sites across Australia, as well as an additional 16 sites currently under construction, for a total consideration of US$1.3 billion.

The partnership is an exciting prospect for Australian customers with BP and Woolworths set to deliver a fuel and convenience store and loyalty offer unlike any other in Australia. Key features of the offer are:

• Reinventing convenience with a truly differentiated offer, to be branded Metro at BP, that includes a strong seasonal selection of high quality, ready-to-eat and take home fresh food products.

• It is proposed that BP will become a cornerstone partner in Woolworths' Everyday Rewards loyalty program, inviting customers to earn rewards points on both fuel and in-store purchases at any BP site in Australia.

• For the first time, Woolworths' Everyday Rewards cardholders would also be able to redeem points at the register as discounts on purchases at BP.

• BP will maintain the Woolworths' 4 cent per litre redemption offer in the 527 fuel and convenience sites acquired from Woolworths, and will expand this offer to additional BP sites, giving customers even more reasons to enjoy BP's quality fuels.

Tufan Erginbilgic, Chief Executive, BP Downstream, commented, 'The development of high-quality, differentiated fuel and convenience offers is a key part of BP's strategy - allowing us to grow our marketing business in important global markets.

'We are excited to be establishing this strategic partnership with Woolworths, one of Australia's largest supermarket retailers. Globally we have developed a winning retail formula where we partner with strong local brands, like Marks & Spencer in the UK, to provide our customers with a convenience retail offer that meets the needs of their busy lifestyles. The combination of all aspects of this strategic partnership is expected to create significant value for BP.'

Initially, BP and Woolworths will launch a Metro at BP pilot program across 16 BP fuel and convenience sites, allowing both companies to test the offer and generate customer feedback. A second phase will see a further expansion of the Metro at BP format across more than 200 sites.

Andy Holmes, President BP Australia, added, 'Over the past three years BP has significantly invested in its fuel and convenience sites across Australia. The opportunity to grow our retail business and work alongside Woolworths, with their strength in grocery and food innovation, will further enhance our customers' fuel and convenience retail experience.

'We enjoy strong, successful commercial partnerships with our many dealers, distributors and suppliers and we look forward to sharing the benefits this transaction brings to us all.

'While Woolworths fuel business has solid foundations, the future combination of BP's international experience and expertise in fuel and convenience offers with Woolworths high quality food products and loyalty program means that BP expects to realise significant improvements in value.'

The acquisition of Woolworths' fuel and convenience sites will add to BP's existing network of 350 company-owned retail sites across Australia. BP also supplies fuel and branding to a further 1,000 sites owned by independent business partners.

Brad Banducci, Woolworths Group Chief Executive Officer, said, 'For Woolworths customers our Strategic Partnership with BP will enable them to enjoy our leading Woolworths Reward program at BP fuel sites and ensure they continue to benefit from the 4cpl fuel discount. Longer term, it will also provide them with a compelling, new 'food-on-the go' offering through the roll-out of the 'Metro at BP' concept.'

The transaction, which is subject to approval from the Australian Competition and Consumer Commission (ACCC) and the Foreign Investment Review Board (FIRB), is expected to complete over the next 12 months.

Notes to editors

BP in Australia

• There are currently 1,400 BP branded fuel and convenience retail sites across Australia, of which 350 are company-owned. The rest are branded BP but owned by independent business partners.
• BP is one of the largest suppliers of fuel to Australia's industrial and commercial sectors.
• BP is one of Australia's most significant investors, most visibly through our terminals, retail fuel sites and refinery, as founding participants in the North West Shelf and Browse joint ventures and operator of exploration permits in the Carnarvon Basin. We continue to invest in local economies, growing jobs and building infrastructure in metropolitan and regional Australia.
• BP is engaged in the exploration and production of oil, natural gas and liquefied natural gas and the refining and marketing of petroleum and lubricant products.
• For more information about BP in Australia please visit www.bp.com.au

Woolworths in Australia

• Founded in 1924, Woolworths Group is Australia's largest retailer with more than 3,500 stores across Australia and New Zealand that span food, drinks, petrol, general merchandise and hotels.
• Woolworths Group manages some of Australia's most recognised and trusted brands - including Woolworths, Countdown, Dan Murphy's, BWS and BIG W - and endeavours to create a world class experience for customers across all of its stores and platforms.
• In FY'16, Woolworths Group generated more than $58 billion in revenue.
• The Woolworths Group is a proud, home-grown Australian business, an employer of more than 205,000 people, and a committed business partner of many thousands of local farmers, producers and manufacturers.

Further information

BP press office, Australia, Casey Sattler, +61 (0)410 479 002, casey.sattler@bp.com

BP press office, London +44 (0)207 496 4076, bppress@bp.com

Fact sheets on this transaction and high resolution photographs are available at www.bp.com.au/partnership

Cautionary statement

In order to utilize the 'safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 (the 'PSLRA'), BP is providing the following cautionary statement. This press release contains certain forward-looking statements concerning BP's agreement with Woolworths Group including acquiring, rebranding and operating fuel and convenience sites, new convenience and loyalty offers, the launch and expansion of the Metro @ BP program, the creation and improvements in value and the expected timing of completion of the transaction, as well as the growth of BP's marketing business. Actual results may differ from those expressed in such statements, depending on a variety of factors including changes in public expectations and other changes to business conditions; the receipt of relevant third-party and/or regulatory approvals; future levels of industry product supply; demand and pricing; operational problems; regulatory or legal actions; economic and financial conditions generally or in various countries and regions; political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; exchange rate fluctuations; development and use of new technology; the success or otherwise of partnering; the actions of competitors, trading partners and others; natural disasters and adverse weather conditions; wars and acts of terrorism, cyber-attacks or sabotage; and other factors discussed under 'Principal risks and uncertainties' in our Stock Exchange Announcement for the period ended 30 June 2016 and under 'Risk factors' in our Annual Report and Form 20-F 2015.