BHP Group Limited — Director's Dealing 2020

Aug 23, 2020

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21 August 2020

ASX Listing Rules Appendix 3Y Change of Director’s Interest Notice

Name of entities	BHP Group Limited	BHP Group Plc
	ABN 49 004 028 077	REG NO 3196209

We (the entities) give the ASX[1] the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mike Henry
Date of last notice	7 January 2020

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest		Direct
Nature of indirect interest(including registered holder)		-
Date of change		19 August 2020
No. of securities held priorto change		Ordinary shares:BHP Group Limited120,069 – DirectBHP Group Plc196,262 – DirectOptions and other rights:BHP Group Limited928,784 Maximum number of Performance Shares (ordinaryshares of BHP Group Limited) under the Long TermIncentive Plan.48,112 Deferred Shares (ordinary shares in BHP GroupLimited) under the Short Term Incentive Plan.
Class		Ordinary shares in BHP Group Limited
Number acquired		146,072 ordinary shares of BHP Group Limited
Number disposed		67,162 ordinary shares of BHP Group Limited

1 This release was made outside the hours of operation of the ASX market announcements office.

Value/Consideration		Vesting of 123,025 at nil cost23,047 Dividend Equivalent Payments in shares at nil costSale of 67,162 at AUD$39.32 per share (average)
No. of securities held afterchange		Ordinary shares:BHP Group Limited199,779 – DirectBHP Group Plc196,262 – DirectOptions and other rights:BHP Group Limited736,424 Maximum number of Performance Shares (ordinaryshares of BHP Group Limited) under the Long TermIncentive Plan.17,420 Deferred Shares (ordinary shares in BHP GroupLimited) under the Short Term Incentive Plan.
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividendreinvestment plan, participation inbuy-back		The acquisition of:34,589 ordinary shares in BHP Group Limited followingthe vesting of Deferred Shares under the FY2018 ShortTerm Incentive Plan;111,483 ordinary shares in BHP Group Limited followingthe vesting of the 2015 Long Term Incentive Planawards*; and23,047 ordinary shares in BHP Group Limited inaccordance with the Group’s policy on DividendEquivalent Payments.An on-market sale of 67,162 BHP Group Limited ordinaryshares on the Australian Securities Exchange, made inorder to meet expected tax obligations.The lapse of 100,027 Performance Shares (ordinary sharesof BHP Group Limited) under the 2015 Long Term IncentivePlan*.* The five-year performance period for the 2015 Long TermIncentive Plan ended on 30 June 2020. Mike Henry’s 2015Long Term Incentive Plan award comprised 192,360 awards(awarded prior to his appointment as CEO), subject toachievement of the relative Total Shareholder Returnperformance conditions and a holistic “look back” review ofperformance over the five-year period by the RemunerationCommittee. For the award to vest in full, Total ShareholderReturn must exceed a Peer Group Total ShareholderReturn (for 67 per cent of the award) and an Index TotalShareholder Return (for 33 per cent of the award) by anaverage of 5.5 per cent per year for five years, being 30.7

per cent in total compounded over the performance period from 1 July 2015 to 30 June 2020. Total Shareholder Return includes returns to BHP shareholders in the form of share price movements along with dividends paid and reinvested in BHP (including cash and in-specie dividends). BHP’s Total Shareholder Return performance was positive 29.0 per cent over the five-year period from 1 July 2015 to 30 June 2020. This is above the weighted median Peer Group Total Shareholder Return of positive 9.6 per cent and below the Index Total Shareholder Return of positive 38.5 per cent over the same period. This level of performance results in 48 per cent vesting for the 2015 Long Term Incentive Plan awards. The Remuneration Committee reviewed performance holistically over the five-year period, and determined that it was appropriate to allow 48 per cent of the 2015 Long Term Incentive Plan awards to vest.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	-
Nature of interest	-
Name of registered holder(if issued securities)	-
Date of change	-
No. and class of securitiesto which interest relatedprior to change	-
Interest acquired	-
Interest disposed	-
Value/Consideration	-
Interest after change	-

Part 3 – Closed period

Were the interests in thesecurities or contactsdetailed above traded duringa closed period where priorwritten consent was**required? **	No.
If so, was prior writtenclearance provided to allowthe trade to proceed during**this period? **	Under BHP’s Securities Dealing Policy a Director cannotdeal in BHP Group Securities without prior writtenclearance. This requirement applies to all dealings,including those that occur outside of a Closed Period.
If prior written clearancewas provided, on what date**was this provided? **	N/A

Part 4 - Contact details

Name of authorised officers Caroline Cox responsible for making this Group General Counsel & Company Secretary notification on behalf of the entities Contact details Caroline Cox Tel: +61 3 9609 3633

BHP Group Limited ABN 49 004 028 077 LEI WZE1WSENV6JSZFK0JC28 Registered in Australia Registered Office: Level 18, 171 Collins Street Melbourne Victoria 3000 Australia Tel +61 1300 55 4757 Fax +61 3 9609 3015

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 Tel +44 20 7802 4000 Fax +44 20 7802 4111

Members of the BHP Group which is headquartered in Australia