BHP Group Limited — Director's Dealing 2020

Jan 7, 2020

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7 January 2020

Retirement of Andrew Mackenzie as Chief Executive Officer and Executive Director

Andrew Mackenzie retired as Chief Executive Officer and Executive Director of BHP Group Limited and BHP Group Plc on 31 December 2019.

ASX Listing Rules Appendix 3Z Final 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.3 and as agent for the Director for the purposes of section 205G of the Australian Corporations Act.

Name of director Andrew Mackenzie Date of last notice 22 November 2019 Date that director ceased to be 31 December 2019 director

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

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

Number & class of securities N/A

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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

Name of holder & nature of interest1. Pershing Nominees held jointly byAndrew Mackenzie and ElizabethMackenzie, of which AndrewMackenzie is a beneficiary.2. Pershing Nominees held jointly byAndrew Mackenzie and ElizabethMackenzie, of which AndrewMackenzie is a beneficiary.3. Maximum number of unvestedPerformance Shares (ordinary sharesof BHP Group Limited) under the Long	Number & class of securities1. 266,205 ordinary shares in BHP Group Plc2. 125,228 ordinary shares in BHP GroupLimited3. 1,640,452

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

Term Incentive Plan as at the date ofthis notice.As at 31 March 2020, the date ofAndrew’s Mackenzie’s retirement, thecurrent maximum number of unvestedPerformance Shares will be reducedfrom 1,640,452 to a maximum of936,656 retained unvestedPerformance Shares to reflect theperiod of elapsed employment servicein relation to each grant (and 703,796Performance Shares will lapse).936,656 will then be the maximumnumber of Performance Shares thatmay vest – the actual number ofPerformance Shares that will vest willdepend on the satisfaction of theapplicable relative total shareholderreturn performance hurdle. If theperformance hurdle is met theRemuneration Committee alsoconducts a holistic performance reviewat vesting time and has an overridingdiscretion under the Long TermIncentive Plan rules to reduce thenumber of Performance Shares thatvest. Accordingly, the vesting outcomeand the number of PerformanceShares that will vest is unknown at thistime.4. Deferred Shares (ordinary shares inBHP Group Limited) under the ShortTerm Incentive Plan.	Term Incentive Plan as at the date ofthis notice.As at 31 March 2020, the date ofAndrew’s Mackenzie’s retirement, thecurrent maximum number of unvestedPerformance Shares will be reducedfrom 1,640,452 to a maximum of936,656 retained unvestedPerformance Shares to reflect theperiod of elapsed employment servicein relation to each grant (and 703,796Performance Shares will lapse).936,656 will then be the maximumnumber of Performance Shares thatmay vest – the actual number ofPerformance Shares that will vest willdepend on the satisfaction of theapplicable relative total shareholderreturn performance hurdle. If theperformance hurdle is met theRemuneration Committee alsoconducts a holistic performance reviewat vesting time and has an overridingdiscretion under the Long TermIncentive Plan rules to reduce thenumber of Performance Shares thatvest. Accordingly, the vesting outcomeand the number of PerformanceShares that will vest is unknown at thistime.4. Deferred Shares (ordinary shares inBHP Group Limited) under the ShortTerm Incentive Plan.	4. 77,906	4. 77,906
	m 1,640,452 to a maximum of6,656 retained unvestedrformance Shares to reflect theriod of elapsed employment servicerelation to each grant (and 703,796rformance Shares will lapse).6,656 will then be the maximummber of Performance Shares thaty vest – the actual number ofrformance Shares that will vest willpend on the satisfaction of theplicable relative total shareholderurn performance hurdle. If therformance hurdle is met themuneration Committee alsonducts a holistic performance reviewvesting time and has an overridingcretion under the Long Termentive Plan rules to reduce thember of Performance Shares thatst. Accordingly, the vesting outcomed the number of Performanceares that will vest is unknown at thise.Deferred Shares (ordinary shares inP Group Limited) under the Shortrm Incentive Plan.	4. 77,906
	t 3 – Director’s interests in contracts
De	tailof contract	Nil
Na	ture of interest	N/A
Na(if	me of registered holderissued securities)	N/A
Noint	. and class of securities to whicherest relates	N/A
	t 4 – Contact details
Nareno	me of authorised officerssponsible for making thistification on behalfof the entities	Rachel Agnew
Co	ntact details	Rachel AgnewTel:+61 3 9609 3730Fax:+61 3 9611 1044
	ANDREW MACKENZIE: SECTION 430 (2B) COMPANIES ACT 2006 STATEMENT

Part 3 – Director’s interests in contracts

Detailof contract	Nil
Nature of interest	N/A
Name of registered holder	N/A
(if issued securities)
No. and class of securities to which	N/A
interest relates

Part 4 – Contact details

Name of authorised officers	Rachel Agnew
responsible for making this
notification on behalfof the entities
Contact details	Rachel Agnew	Tel:	+61 3 9609 3730
		Fax:	+61 3 9611 1044

ANDREW MACKENZIE: SECTION 430 (2B) COMPANIES ACT 2006 STATEMENT

BHP Group Limited and BHP Group Plc (collectively, “BHP”) confirm that Andrew Mackenzie retired as an Executive Director of the Company on 31 December 2019. The following information is provided in accordance with section 430 (2B) of the UK Companies Act 2006:

BHP's Remuneration Report for the financial year ending 30 June 2020 will include the remuneration earned by Mr Mackenzie during the financial year ending 30 June 2020 in respect of his appointment as Chief Executive Officer and Executive Director of BHP.