BHP : Merger update and details of Woodside share distribution

NEWS RELEASE

Release Time	IMMEDIATE
Date	8 April 2022
Release Number	11/22

Update on BHP Petroleum and Woodside merger and share distribution information

BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered into a share sale agreement (SSA) for the merger of BHP's oil and gas portfolio with Woodside by an all-stock merger (Merger) on 22 November 2021. On completion of the Merger, the combined company is expected to have a high margin oil portfolio, long life LNG assets and the financial resilience to help supply the energy needed for global growth and development over the energy transition.

Woodside has today published an explanatory memorandum and notice of meeting for the Woodside shareholder vote scheduled for 19 May 2022. Woodside has also released the Independent Expert's Report prepared for Woodside shareholders, which has concluded that the Merger is in the best interests of Woodside shareholders, in the absence of a superior proposal.

This announcement contains information relevant for BHP shareholders in respect of the Merger and the proposed in specie dividend of Woodside ordinary shares (Woodside Shares) to BHP shareholders.

Highlights

• · Completion of the Merger is on track and is targeted for 1 June 2022, subject to satisfaction of conditions precedent including approval by Woodside shareholders.

• · BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders.

• · BHP shareholders are expected to be entitled to one Woodside Share for every 5.5340 BHP shares they hold on the Record Date.

• · Based on Woodside's share price of US$25.55 at 6 April 2022, the implied value of BHP Petroleum is US$23.4 billion. At this valuation, which is subject to change, the in specie dividend would be US$4.62 with US$1.98 of franking credits being distributed per BHP share (US$10.0 billion of franking credits in total).

• · Woodside will retain its primary listing on the ASX and is seeking a standard listing on the LSE and a sponsored Level III ADR program on the NYSE from completion of the Merger.

• · A share sale facility will be in place for eligible small BHP shareholders who elect to participate, and for shareholders who are ineligible to receive Woodside Shares.

Merger continues to progress

Completion of the Merger is targeted for 1 June 2022 subject to conditions precedent being satisfied including:

·

approval by Woodside shareholders at the Woodside general meeting scheduled for 19 May 2022;

·

·

KPMG Corporate Finance (in its capacity as Woodside's independent expert) not changing its conclusion that the Merger is in the best interests of Woodside's shareholders; and approval by the National Offshore Petroleum Titles Administrator (NOPTA).

All required regulatory and competition approvals have been obtained, other than the NOPTA approval which is expected prior to completion. If a condition precedent has not been satisfied or waived by 30 June 2022 either party may terminate the SSA, unless the parties agree to extend the deadline (which they must consider in good faith).

Woodside disclosure documents1

Woodside has today published an explanatory memorandum and notice of meeting for the Woodside shareholder vote to approve the Merger. The Woodside shareholder meeting is scheduled for 19 May 2022.

In addition, Woodside expects to publish the following documents in mid-April 2022:

·

United Kingdom prospectus (Woodside UK Prospectus), which has been produced in connection with Woodside's application for admission of all of its ordinary shares to the standard listing segment of the Official List and to trading on London Stock Exchange's (LSE) Main Market for listed securities; and

·

United States registration statement under the US Securities Act of 1933 (Woodside US Registration Statement) and Woodside has applied to list its American depositary shares representing Woodside Shares (Woodside ADSs) on the New York Stock Exchange (NYSE).

These documents include information on the Woodside Shares that are intended to be distributed to BHP shareholders in connection with the Merger via a BHP in specie dividend, and it is expected that they will be made available (once published) athttps://www.woodside.com.au/investors/woodside-and-bhp-proposed-merger. The Woodside UK Prospectus is also expected to be submitted by Woodside to the UK National Storage Mechanism and available in due course athttps://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In specie dividend of Woodside Shares to BHP shareholders

On completion, BHP is expected to receive 914,768,948 Woodside Shares as consideration for the sale of BHP Petroleum. BHP intends to determine a fully franked in specie dividend and distribute the Woodside Shares to BHP shareholders on the basis described below.

1 The Woodside disclosure documents described in this announcement have been issued by, and are the responsibility of, Woodside other than to the extent that another party has positively and expressly accepted responsibility for information in such documents.

The dividend is expected to be paid on 1 June 2022 to each BHP shareholder on the BHP register2 at the close of business on 26 May 2022 (Record Date). BHP shareholders will be entitled to a pro-rata share of the Woodside Shares received by BHP based on the number of BHP shares they hold on the BHP register on the Record Date.

The current estimate of the dividend entitlement is that BHP shareholders will receive one Woodside Share for every 5.5340 BHP shares. BHP shareholders will be entitled to a whole number of Woodside Shares, with any entitlement to a fraction of a Woodside Share that would have otherwise arisen being rounded down to the nearest whole number.

The rounding treatment in respect of shares held on behalf of BHP UK depositary interests (DIs) holders and shareholders on the BHP South African branch share register will be based directly on the DIs or shares held, respectively.

The arrangements governing the American depositary shares (each representing two fully paid BHP shares) (BHP ADS) and the BHP CSN Facility3 contemplate rounding of entitlements, and the rounding of the in specie dividend will occur according to the terms and conditions of those arrangements respectively.

Based on Woodside's share price of US$25.554 at 6 April 2022, the implied value of BHP Petroleum is US$23.4 billion. At this valuation, which is subject to change, the in specie dividend would be US$4.62 with US$1.98 of franking credits being distributed per BHP share (US$10.0 billion of franking credits in total).5

Following payment of the dividend, BHP shareholders will receive their standard form of BHP dividend statement which will provide details of their specific entitlement to the in specie dividend.

The proposed in specie dividend will not be eligible for the BHP dividend reinvestment plan.

Eligibility to receive Woodside Shares

Most BHP shareholders will be eligible to receive the Woodside Shares distributed to them under the in specie dividend.

However, there are certain jurisdictions where the distribution of Woodside Shares by BHP is difficult or not permitted. BHP shareholders that have an address registered in the BHP register in these jurisdictions6 will have the Woodside Shares to which they are entitled sold via a Sale Facility7, with the cash proceeds determined under the Sale Facility being remitted to them (Ineligible Overseas Shareholders).

2 The BHP register comprises the BHP Australian principal share register (comprising both the issuer sponsored sub-register and CHESS sponsored sub-register), the BHP depositary interest register and the BHP South African branch share register (without double counting the shares held on the Australian principal share register on behalf of the BHP depositary interest holders or those on the South African branch share register). A reference to "BHP shareholder" in this announcement is a reference to any person registered in the BHP register.

3 A CSN Facility is the corporate sponsored nominee facility arranged by the relevant company with Computershare Investor Services PLC to hold DIs in the company for and on behalf of participants in, and on terms and conditions that govern, the facility.

• 4 Based on Woodside's share price of A$33.74 at 6 April 2022 converted at an exchange rate of AUD/USD 0.7572.

• 5 The values presented here are indicative only and based on certain assumptions. The implied value of BHP Petroleum is based on BHP shareholders' share of the enlarged Woodside market capitalisation. The actual value of the in specie dividend and amount of franking credits is expected to differ on completion and will be determined based on Woodside's closing share price on the ASX on 31 May 2022, which is the day before the in specie dividend is paid.

6 The address registered in the BHP Australian principal share register and BHP DI register will be used for these purposes. For shareholders on the South African branch share register, if you do not communicate to your CSDP that you are an Eligible SA Shareholder (as defined below), you will be assumed to be ineligible. BHP DI holders holding through the BHP CSN Facility will be treated as eligible to participate. BHP ADS holders will be treated as eligible to participate.

7 The sale facility is the facility organised by BHP pursuant to a Share Sale Facility Agreement under which a sale agent, J.P. Morgan Securities Australia Limited or one of its affiliates, will sell the Woodside Shares represented by (i) the aggregate of all fractions of a Woodside Share that are subject to the rounding treatment described above to ensure each BHP shareholder receives a whole number of Woodside Shares; (ii) the

BHP shareholders whose address is registered on the BHP register on the Record Date in one of the following jurisdictions (Eligible Shareholders) will be eligible to have the Woodside Shares distributed to them: Australia, Canada, Chile, France, Germany, Ireland, Italy, Japan, Jersey, Luxembourg, Malaysia, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom and United States. BHP shareholders with a registered address in all other jurisdictions will be Ineligible Overseas Shareholders (except certain South African BHP shareholders who validly elect to receive Woodside Shares, as described below).8, 9

Certain small BHP shareholders can also elect to participate in the Sale Facility and have the Woodside Shares to which they are entitled sold and the cash proceeds determined under the Sale Facility remitted to them (shareholders validly electing to do so being Selling Shareholders).

Cash payment between Woodside and BHP on completion Separate to the receipt of Woodside Shares, on completion: · Woodside will make a cash payment to BHP of approximately US$830 million in relation to cash dividends paid by Woodside between the Merger effective date of 1 July 2021 and completion. This represents the cash dividend that would have been received by holders of the Woodside Shares issued pursuant to the Merger had they been on issue on and from the effective date.10

·

BHP will make a cash payment to Woodside for the net cash flow generated by BHP Petroleum between the Merger effective date of 1 July 2021 and completion (Locked Box Payment). From the effective date to 31 December 2021 only, this amounts to approximately US$900 million and the Locked Box Payment at completion will include the additional net cash flow generated by BHP Petroleum to the completion date. The Locked Box Payment will be reduced by the amount of cash remaining in BHP Petroleum at completion.

Where applicable, these amounts will be netted off.

dividend entitlement of Ineligible Overseas Shareholders; and (iii) Eligible Small BHP shareholders who have validly elected to have the Woodside Shares to which they are otherwise entitled sold via the Sale Facility. This Sale Facility is described in further detail below.

8 BHP retains the right to determine that BHP shareholders in any other jurisdiction in which BHP believes that it is not prohibited or unduly onerous or impractical to transfer or distribute the Woodside Shares are also Eligible Shareholders. Any participant in BHP employee share plans on the Record Date who are entitled to the distribution but whose addresses are shown in the employee share trust's or nominee's register on the Record Date as being in a jurisdiction outside of the jurisdictions described above will also be Ineligible Overseas Shareholders. South African shareholders should refer to the section on "What happens to South African resident BHP shareholders?"

9 The current expected maximum number of Woodside Shares representing the entitlement of Ineligible Overseas Shareholders under the in specie dividend that would need to be sold as part of the Sale Facility is approximately 47 million based on the shareholder register as at

14 February 2022. This may vary depending on the BHP register as at the Record Date and could also be lower where South African BHP shareholders validly elect to receive the Woodside Shares to which they are entitled.

10 BHP is entitled to approximately US$1.2 billion in relation to dividends paid by Woodside between the Merger effective date and completion. Approximately US$830 million of this amount will be paid in cash with the balance, which results from the take-up of Woodside's dividend reinvestment plan, factored into the 914.8 million of Woodside shares issued to BHP at completion.

Indicative timetable

Below are the indicative key target dates for completion and the in specie dividend.

Milestone

Time (all dates in 2022)

Expected publication of Woodside's UK Prospectus and Woodside US Registration Statement on the ASX

Week commencing Monday 11 April

Woodside general meeting to vote on whether to approve the Merger

12:00pm, Thursday 19 May

Last day BHP shares trade on JSE cum-entitlement to Woodside Shares11

Monday 23 May

Last day BHP shares trade on ASX and LSE, and BHP ADS on NYSE, cum-entitlement to Woodside Shares

First day BHP shares trade ex-dividend on JSE

Tuesday 24 May (in each time zone)

First day BHP shares trade ex-dividend on ASX and LSE, and BHP ADS on NYSE

Commencement of trading Wednesday 25 May

(in each time zone)

Sale Facility election deadlines:

BHP shareholders on the Australian principal share register BHP DI holders in the BHP CSN Facility (return form)

BHP DI holders in CREST (submit and settle Transfer to Escrow instruction)

5:00pm, Tuesday 24 May 1:00pm, Thursday 26 May 1:00 pm, Tuesday 31 May

Record Date for:

BHP shareholders on the Australian principal share register BHP shareholders on the South African branch share register BHP DI holders on the UK DI register

BHP ADS holders

7:00pm, Thursday 26 May 5.00pm, Thursday 26 May 6:00pm, Thursday 26 May 5:00pm, Thursday 26 May

South African BHP shareholder or DI holder election deadlines:

BHP shareholders on the Australian principal share register BHP shareholders on the South African branch share register BHP DI holders on the UK DI register

5:00pm, Tuesday 24 May

1.00pm, Thursday, 26 May

1:00pm, Tuesday 31 May

Completion

In specie dividend payment date

8:00am, Wednesday 1 June

1:30pm, Wednesday 1 June

Commencement of normal trading of:12 New Woodside Shares on ASX

Woodside Shares (settled using Woodside DIs) on LSE

Thursday 2 June Monday 6 June

Despatch of statements:

Issuer sponsored holding statements and CHESS allotment confirmation notices (sent by Woodside)

Woodside CSN holding statements in respect of new Woodside Shares (sent by Woodside)

Despatch of dividend distribution statements for the DI register Despatch of dividend distribution statements for the Australian principal share register

Thursday 9 June Thursday 16 June

Thursday 16 June Friday 17 June

Time zone AEST

AEST

SASTAEST, BST, EDT, SASTAEST, BST, EDT

AEST BST BSTAEST SAST BST EDT

AEST SAST BST

AEST AEST

AEST BST

AEST BST

BST AEST

All dates and times are indicative only and may be subject to change without notice or consultation.

11 This is also the last date on which BHP shareholders can reposition securities between the Australian principal share register, BHP DI register and BHP South African branch share register. Ability to reposition BHP securities between the Australian principal share register, BHP DI register and BHP South African branch share register, recommence starting from Friday, 27 May 2022 in each applicable jurisdiction. The last date on which holders of BHP ADSs will be permitted to surrender their BHP ADSs and withdraw the BHP shares that their surrendered BHP ADSs represent is expected to be Friday 20 May 2022 (EDT). The BHP ADS Depositary is expected to recommence permitting cancellations and withdrawals of BHP ADSs from 5:00pm Friday, 3 June 2022 (EDT), following payment of the in specie dividend.

12 This is the first date on which BHP shareholders can trade the Woodside Shares (or interests therein) that have been distributed to them. Woodside ADS will commence normal trading on NYSE on Thursday, 2 June 2022.