BHP : Unification Prospectus

For personal use only

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This document comprises a prospectus for the purposes of the UK version of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), relating to BHP Group Limited (the "Company") and has been approved by the FCA, as the competent authority under the UK Prospectus Regulation, in accordance with section 87A of FSMA, and has been prepared and made available to the public in accordance with the Prospectus Regulation Rules of the FCA made under section 73A of FSMA (the "Prospectus Regulation Rules"). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such approval should not be considered as an endorsement of the issuer that is the subject of this document or of the quality of the securities that are the subject matter of this document. Investors should make their own assessment as to the suitability of investing in the securities.

This Prospectus has been prepared in order to provide details of the Limited Shares, including the New Limited Shares to be issued and allotted pursuant to Unification, on the assumption that Unification will become effective as proposed. Certain terms used in this Prospectus, including certain technical and other terms, are defined and explained in Part XV (Definitions) of this document.

The Limited Directors, whose names appear on page 34 of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Limited Directors, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import.

The distribution of this document into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons into whose possession this document (and/or any accompanying documents) comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken by the Company to distribute this Prospectus (or any other publicity materials relating to the Limited Shares, including the New Limited Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement nor any other publicity material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

BHP GROUP LIMITED

(incorporated and registered in Australia with ABN 49 004 028 077)

Admission of up to 5,062,323,190 Limited Shares, including the New Limited Shares, to the standard

listing segment of the FCA Official List and to trading on the Main Market of the LSE,

which shares will also be listed and traded by way of secondary listing on the general mining sector

of the JSE's Main Board and, in relation to the New Limited Shares, admitted to trading

on the ASX and, in the form of Limited ADSs, the NYSE

This document should be read as a whole, including the information incorporated by reference into this document. Your attention is drawn in particular to Part II (Risk Factors) of this document which includes a discussion of certain risk factors which should be taken into account when considering the matters referred to in this document.

The Existing Limited Shares are listed and traded on the ASX and, in the form of Limited ADSs, on the NYSE. Applications will be made to: (i) the FCA for the Limited Shares, including the New Limited Shares, to be admitted to the standard listing segment of the FCA Official List; (ii) the LSE for the Limited Shares, including the New Limited Shares, to be admitted to trading on the LSE's Main Market for listed securities; (iii) the JSE for the Limited Shares, including the New Limited Shares, to be admitted to listing and to trading on the JSE by way of secondary listing on the general mining sector of the JSE's Main Board; and (iv) the ASX for the New Limited Shares to be quoted on the ASX (each admission at (i) to (iv) being "Admission"). A supplemental listing application will also be made to the NYSE for the New Limited ADSs representing New Limited Shares to be admitted to listing and trading on the NYSE. It is expected that, subject to the satisfaction or waiver (if capable of waiver) of certain Unification Conditions (including sanction of the Plc Scheme by the Court but not including those Unification Conditions which relate to Admission), Admission will become effective on 31 January 2022, and that dealings:

1. in the Limited Shares, including the New Limited Shares, on the LSE (and settling in the form of Limited DIs) will commence at 8.00 a.m. (London time) on 31 January 2022; (ii) in the Limited Shares, including the New Limited Shares, on the JSE (through STRATE) will commence at 9.00 a.m. (South African time) on 31 January 2022;

For personal use only

and (iii) in the New Limited Shares on the ASX on a deferred settlement basis will commence at 10.00 a.m. (Melbourne time) on 31 January 2022 (with normal trading commencing at 10.00 a.m. (Melbourne time) on 2 February 2022). Dealings in the New Limited ADSs are expected to commence on the NYSE by 9.30 a.m. (New York time) on 31 January 2022.

No application has been, or is currently intended to be, made for the Limited Shares, including the New Limited Shares, to be admitted to listing or trading on any other exchange.

The New Limited Shares will be issued, credited as fully paid, and will rank pari passu in all respects with the Existing Limited Shares at the time of such issue, including in relation to the right to receive notice of, and to attend and vote at, general meetings of the Company, the right to receive and retain any dividends and other distributions declared, made or paid by reference to a record date falling on or after the Plc Scheme Effective Time and the right to participate in the assets of the Company upon a winding-up of the Company.

This document does not constitute an offer to sell or issue, or a solicitation of an offer to buy, New Limited Shares in any jurisdiction in which such offer or solicitation would be unlawful.

UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the "PRA") and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS AG London Branch and UBS AG Australia Branch (together, "UBS") provided financial and corporate broking advice to BHP and no one else in connection with the process or contents of this document. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this document or any other matter referred to herein.

Goldman Sachs Australia Pty Ltd ("GSA") and Goldman Sachs International ("GSI", together with GSA, "Goldman Sachs"), is acting as financial adviser to BHP and no-one else in connection with the process or contents of this document. Neither Goldman Sachs nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than BHP for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the transaction described in this document or for any other matters referred to herein. To the extent that GSI is providing financial services in Australia, GSI is exempt from the requirement to hold an Australian financial services license for the financial services GSI provides in Australia. GSI is regulated by a foreign regulator under foreign laws which differ from Australian laws. GSI is authorised by the PRA and regulated by the FCA and the PRA, under UK laws.

Flagstaff Partners Pty Ltd ("Flagstaff Partners") is acting as an adviser only to BHP, and not to anyone else, in connection with the contents of this document and any process referred to in it. Neither Flagstaff Partners, nor any of its affiliates, directors, officers, employees or agents are responsible to anyone other than BHP for providing the protections afforded to Flagstaff Partners' clients, or for providing advice in connection with any matter referred to in this document.

Citigroup Global Markets Limited ("Citi"), which is authorised in the UK by the PRA and regulated by the FCA and PRA, is acting exclusively for BHP and no one else in connection with the transaction described in this document and will not be responsible to anyone other than BHP for providing the protections afforded to clients of Citi nor for providing advice in relation to the transaction or any other matters referred to in this document. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this document, any statement contained herein, the transaction or otherwise.

NOTICE TO ALL INVESTORS

Recipients of this Prospectus are authorised to use it solely for the purpose of considering the terms of Unification and an investment in the New Limited Shares. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information for any purpose other than in considering the terms of Unification and an investment in the New Limited Shares is prohibited. Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus.

None of the Company nor any of its representatives, is making any representation to any investor in the New Limited Shares regarding the legality or otherwise of an investment in the New Limited Shares by such investor under applicable laws. The contents of this document are not to be construed as legal, business or tax advice. Each investor should consult their own legal adviser, business adviser, financial adviser or tax adviser.

Investors acknowledge that: (i) they have relied only on the information contained in this document as having been authorised by the Company or any of its affiliates; and (ii) no person has been authorised to give any information or to make any representations in connection with Unification, concerning the BHP Group or the Limited Shares other than the information and representations contained in this Prospectus and, if any other information or representations are given or made, such information or representations must not be relied upon

2

For personal use only

as having been authorised by the Company, Limited Directors, any of the Company's affiliates or any other person involved in Unification.

Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and Rule 3.4.1 of the Prospectus Regulation Rules, neither the delivery of this Prospectus, any acquisition or sale made hereunder, nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or the BHP Group since the date of this Prospectus or that the information in it is correct as of any time after the date of this Prospectus. The Company will comply with its obligation to publish supplementary prospectuses containing further updated information as required by law or by a regulatory authority and, in particular, its obligations under the Prospectus Regulation Rules, the FCA Listing Rules and the Disclosure Guidance and Transparency Rules (as appropriate) but assumes no further obligation to publish additional information.

The Executive of the UK Panel has confirmed that the City Code will not apply to Unification and that going forward, the Company will not be subject to the City Code.

Unless otherwise stated, the contents of the BHP Group's website, the contents of any website accessible from hyperlinks on such website or any other website referred to in this Prospectus do not form part of this Prospectus and investors should not rely on them.

Prior to making any decision as to Unification or as to whether to invest in Limited Shares, investors should read this Prospectus and the Circular in their entirety, including the information incorporated by reference. Investors must rely upon their own examination, analysis and enquiries of the Company and the terms of this Prospectus and the Circular, including the merits and risks involved.

NOTICE TO OVERSEAS SHAREHOLDERS

The distribution of this document into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons into whose possession this document (and/or any accompanying documents) comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken by the Company to distribute this Prospectus (or any other publicity materials relating to the Limited Shares, including the New Limited Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement nor any other publicity material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

Restricted Shareholders (if any) will not receive New Limited Shares under Unification. New Limited Shares that would otherwise be issued to such Restricted Shareholders under Unification will be sold, with the net proceeds of such sale to be paid to Restricted Shareholders. See Section 3.4(E) of Part VII (Information on Unification) of this document for further information.

NOTICE TO US INVESTORS

The New Limited Shares to be issued under the Plc Scheme have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)") on the basis of the approval of the Court, which will consider, among other things, the fairness of the terms and conditions of the Plc Scheme to Plc Shareholders. Plc Shareholders (including holders of Plc ADSs) who are affiliates of Plc as at the New Limited ADS Admission Time will be subject to certain US transfer restrictions relating to the New Limited Shares (including any New Limited ADSs representing New Limited Shares) received in connection with the Plc Scheme.

NONE OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE SECURITIES ISSUABLE PURSUANT TO THE PLC SCHEME, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

For further information, including information concerning transfer restrictions for affiliates, enforcement of civil liabilities, availability of reports with the US Securities and Exchange Commission ("SEC"), see Section 22 of Part XIII (Additional Information) of this document.

3

For personal use only

NOTICE TO AUSTRALIAN SHAREHOLDERS

This document does not constitute a prospectus or disclosure document under Chapter 6D of the Corporations Act 2001 and does not purport to include the information required of a prospectus or other disclosure document under Chapter 6D of the Corporations Act 2001.

This document, and any other document issued by the Company and/or Plc in connection with Unification, contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person, and does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this document, and any other document issued by the Company and/or Plc in connection with Unification, is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

NOTICE TO CANADIAN SHAREHOLDERS

The New Limited Shares have not been, nor will they be, qualified for sale to the public under applicable Canadian securities laws and, accordingly, the distribution of the New Limited Shares in Canada pursuant to Unification will be made on a private placement basis only, such that the Company will be exempt from the requirement to prepare and file a prospectus with the relevant Canadian securities regulatory authorities. Neither Plc nor the Company is a "reporting issuer", as such term is defined under applicable Canadian securities legislation, or the equivalent in any province or territory of Canada. Canadian Plc Shareholders are advised that the Company currently does not intend to become a reporting issuer in Canada, file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the New Limited Shares to the public in Canada or any province or territory thereof, or list the New Limited Shares on any stock exchange in Canada. Therefore, any resale in or from Canada of the New Limited Shares must be made in accordance with, or pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of Canadian securities laws. These Canadian resale restrictions may in some circumstances apply to resales of the New Limited Shares made by Canadian Plc Shareholders outside of Canada. Canadian Plc Shareholders are advised to seek Canadian legal advice prior to any resale of Limited Shares.

NOTICE TO CHINESE SHAREHOLDERS

The New Limited Shares are not being offered or sold and may not be offered or sold, directly or indirectly, in the People's Republic of China (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan) ("PRC"), except as permitted by the applicable laws of the PRC, including the PRC Securities Law. This Prospectus may not be used for the purpose of making, and does not constitute, an offer or invitation in the PRC.

NOTICE TO HONG KONG SHAREHOLDERS

This Prospectus is not a prospectus under the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), and nor is it required to be authorised under section 103 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO"). The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the transactions contemplated in this document. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

The New Limited Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than: (i) to "professional investors" as defined in the SFO and any rules made under that Ordinance; or (ii) in other circumstances which do not result in this document being a "prospectus" as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public with the meaning of that Ordinance.

No advertisement, invitation or document relating to the New Limited Shares has been or will be issued in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Limited Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that Ordinance.

NOTICE TO JAPANESE SHAREHOLDERS

No registration under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended from time to time) (the "FIEA") has been made or will be made with respect to the New Limited Shares. Accordingly, the New Limited Shares may not be offered or sold in Japan or to, or for the benefit of, any person resident in Japan, or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan, for Japanese securities law purposes except pursuant to an exemption from the

4

For personal use only

registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan.

NOTICE TO NEW ZEALAND SHAREHOLDERS

The New Limited Shares are not being offered or sold to the public in New Zealand other than to existing shareholders of Plc with registered addresses in New Zealand to whom the offer of New Limited Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand). This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This Prospectus is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

NOTICE TO SINGAPOREAN SHAREHOLDERS

The offer of New Limited Shares by the Company is made only to and directed at, and the New Limited Shares are only available to, persons in Singapore who are existing holders of Plc Shares previously issued by Plc.

This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Limited Shares may not be circulated or distributed, nor may the New Limited Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than existing holders of Plc Shares pursuant to Section 273(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore.

NOTICE TO SOUTH AFRICAN SHAREHOLDERS

No prospectus is required to be filed with the South African Companies and Intellectual Property Commission in respect of the Plc Scheme. As a result, this document does not comply with the substance and form requirements for a prospectus or advertisements set out in the South African Companies Act and the South African Companies Regulations of 2011, and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission.

NOTICE TO SWISS SHAREHOLDERS

The New Limited Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Prospectus nor any other offering or marketing material relating to the shares constitutes a prospectus pursuant to the FinSA, and neither this Prospectus nor any other offering or marketing material relating to the shares may be publicly distributed or otherwise made publicly available in Switzerland.

This document is dated 8 December 2021.

5