BHP : to proceed with Unification proposal - presentation

NEWS RELEASE

Release Time	IMMEDIATE
Date	2 December 2021
Release Number	32/21

Unification of BHP's Dual Listed Company (DLC) structure

A video presentation by BHP CEO, Mike Henry, on the rationale and benefits of unification is available on BHP's website at: https://www.bhp.com/investors/presentations-events/presentations-and-briefings

A copy of the presentation is attached.

Further information on BHP can be found at: bhp.com

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

Media Relations	Investor Relations
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Australia and Asia	Australia and Asia
Gabrielle Notley	Dinesh Bishop
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Europe, Middle East and Africa	Europe, Middle East and Africa
Neil Burrows	James Bell
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Americas	Americas
Judy Dane	Brian Massey
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BHP Group Limited ABN 49 004 028 077 LEI WZE1WSENV6JSZFK0JC28 Registered in Australia

Registered Office: Level 18, 171 Collins Street Melbourne Victoria 3000 Australia

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Members of the BHP Group which is headquartered in Australia

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BHP Group plc Registration number 3196209 LEI 549300C116EOWV835768 Registered in England and Wales

Registered Office: Nova South, 160 Victoria Street London SW1E 5LB United Kingdom

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Unification of BHP's DLC structure

December 2021

Disclaimer

The information in this presentation is current as at 2 December 2021. It is in summary form and is not necessarily complete. Further information regarding unification (including a detailed timetable and more information on the advantages, disadvantages and risks associated with unification) will be provided to BHP shareholders in a Shareholder Circular and UK Prospectus.

Forward-looking statements

This presentation contains forward-looking statements, including statements regarding: plans, strategies and objectives of management; approval of certain projects and consummation of certain transactions; unification, including but not limited to, the perceived benefits of unification and expectations around the financial impact of unification on the BHP Group; future performance and future opportunities; provisions and contingent liabilities; and tax and regulatory developments or approvals.

Forward-looking statements may be identified by the use of terminology, including, but not limited to, 'intend', 'aim', 'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect', 'may', 'should', 'will', 'would', 'continue', 'annualised' or similar words. These statements discuss future expectations concerning the results of assets or financial conditions, or provide other forward-looking information.

The forward-looking statements are based on the information available as at the date of this presentation and/or the date of the Group's planning processes or scenario analysis processes. There are inherent limitations with scenario analysis and it is difficult to predict which, if any, of the scenarios might eventuate. Scenarios do not constitute definitive outcomes for us. Scenario analysis relies on assumptions that may or may not be, or prove to be, correct and may or may not eventuate, and scenarios may be impacted by additional factors to the assumptions disclosed.

Additionally, forward-looking statements in this release are not guarantees or predictions of future performance or outcomes, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause actual results or outcomes to differ materially from those expressed in the statements contained in this release. BHP cautions against reliance on any forward-looking statements or guidance, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption arising in connection with COVID-19.

Except as required by applicable regulations or by law, BHP does not undertake to publicly update or review any forward-looking statements, whether as a result of new information or future events. Past performance cannot be relied on as a guide to future performance. For further information concerning risks associated with Unification, please refer to the risk factors to be disclosed in the Shareholder Circular.

Alternative performance measures

We use various alternative performance measures to reflect our underlying performance. For further information please refer to alternative performance measures set out on pages 62 - 77 of the BHP Results for the year ended 30 June 2021.

No offer of securities

Nothing in this presentation should be construed as either an offeror a solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, in any jurisdiction, or be treated or relied upon as a recommendation or advice by BHP. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Reliance on third party information

The views expressed in this presentation contain information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. This presentation should not be relied upon as a recommendation or forecast by BHP.

Notice to overseas shareholders

The distribution of this presentation into a jurisdiction other than the United Kingdom or Australia may be restricted by law and therefore persons into whose possession this release 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 BHP to distribute this presentation in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, this presentation may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

Notice to US investors

The securities to be issued by Limited in connection with Unification 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. Any securities to be issued if Unification is completed are anticipated to be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof on the basis of the approval of the High Court of Justice in England and Wales.

Unification of BHP's DLC structure
December 2021	2

Unification is in best interests of BHP shareholders

The Board unanimously recommends shareholders vote in favour

Unification of Dual Listed Company structure

• Plc shareholders entitled to receive one Limited share for each Plc share they own
• Unification will be implemented by way of a UK scheme of arrangement whereby BHP Limited will acquire all shares in BHP Plc
• Subject to shareholder approval, UK court sanction and remaining regulatory approvals

Next steps

• Shareholder documentation, including an Independent Expert Report, will be available via the BHP website on or around 8 December 2021
• Plc and Limited shareholder Meetings expected to be held 20 January 2022
• If all conditions to unification are satisfied, completion is expected on 31 January 2022

BHP Group structure immediately after Unification

Unified BHP shareholders

Comprising pre-Unification

Plc shareholders and Limited shareholders1

Limited

Listing	Standard listing	Secondary listing	NYSE listed
on ASX	on LSE	on JSE	ADR program

BHP assets

Unification of BHP's DLC structure
December 2021	3