BHP Group Limited — Director's Dealing 2021

Aug 19, 2021

20 August 2021

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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 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	22 October 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		18 August 2021
No. of securities held prior to change		Ordinary shares: BHP Group Limited 198,979 – Direct BHP Group Plc 196,262 – Direct Options and other rights: BHP Group Limited 876,663 Maximum number of Performance Shares (ordinary shares of BHP Group Limited) under the Long Term Incentive Plan. 17,420 Deferred Shares (ordinary shares in BHP Group Limited) under the Short Term Incentive Plan. 88,696 Deferred Shares (ordinary shares in BHP Group Limited) under the Cash and Deferred Plan.
Class		Ordinary shares in BHP Group Limited
Number acquired		245,423 ordinary shares of BHP Group Limited
Number disposed		119,072 ordinary shares of BHP Group Limited

Value/Consideration		Vesting of 209,780 at nil cost 35,643 Dividend Equivalent Payments in shares at nil cost Sale of 119,072 at AUD$44.53 per share (average)
No. of securities held after change		Ordinary shares: BHP Group Limited 325,330 – Direct BHP Group Plc 196,262 – Direct Options and other rights: BHP Group Limited 684,303 Maximum number of Performance Shares (ordinary shares of BHP Group Limited) under the Long Term Incentive Plan. 88,696 Deferred Shares (ordinary shares in BHP Group Limited) under the Cash and Deferred Plan.
Nature of change Example: on-market trade, off- market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		The acquisition of: • 17,420 ordinary shares in BHP Group Limited following the vesting of Deferred Shares under the FY2019 Short Term Incentive Plan; • 192,360 ordinary shares in BHP Group Limited following the vesting of the 2016 Long Term Incentive Plan awards; and • 35,643 ordinary shares in BHP Group Limited in accordance with the Group’s policy on Dividend Equivalent Payments. An on-market sale of 119,072 BHP Group Limited ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations. The five-year performance period for the 2016 Long Term Incentive Plan ended on 30 June 2021. Mike Henry’s 2016 Long Term Incentive Plan award comprised 192,360 awards (awarded prior to his appointment as CEO), subject to achievement of the relative Total Shareholder Return performance conditions and any discretion applied by the Remuneration Committee. For the award to vest in full, Total Shareholder Return must exceed a Peer Group Total Shareholder Return (for 67 per cent of the award) and an Index Total Shareholder Return (for 33 per cent of the award) by an average 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 2016 to 30 June 2021. 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 266.5 per cent over the five-year period from 1 July 2016 to 30 June 2021. This is above the weighted median Peer Group Total Shareholder Return of positive 213.9 per cent and below the Index Total Shareholder Return of positive 99.8 per cent over the same period. This level of performance results in 100 per cent vesting for the 2016 Long Term Incentive Plan awards. The Remuneration Committee considers its discretion carefully each year. It considers performance holistically over the five-year period. Having undertaken this review, the Remuneration Committee chose not to exercise its discretion and allowed 100 per cent of the 2016 Long Term Incentive Plan awards to vest. Further detail in respect of the 2016 Long Term Incentive Plan awards will be provided in BHP’s 2021 Remuneration Report which will be released to shareholders in September 2021.

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 securities to which interest related prior to change	-
Interest acquired	-
Interest disposed	-
Value/Consideration	-
Interest after change	-

Part 3 – Closed period

Were the interests in the securities or contacts detailed above traded during a closed period where prior written consent was required?	No.
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date	N/A

was this provided?

Part 4 - Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Stefanie Wilkinson
Contact details	Stefanie Wilkinson Tel: +61 3 9609 2153 Fax: +61 3 9609 3015

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20 August 2021

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 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	Gary Goldberg
Date of last notice	11 March 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	1. 18 August 2021 2. 19 August 2021 3. 19 August 2021
No. of securities held prior to change	5,000 ADSs (representing 10,000 ordinary shares) in BHP Group Limited
Class	American Depository Shares (ADSs), representing 2 ordinary shares
Number acquired	1. 500 ADSs (representing 1,000 ordinary shares) in BHP Group Limited 2. 200 ADSs (representing 400 ordinary shares) in BHP Group Limited 3. 300 ADSs (representing 600 ordinary shares) in BHP Group Limited
Number disposed	-
Value/Consideration	1. USD 65.500 per ADS 2. USD 62.870 per ADS 3. USD 62.875 per ADS
No. of securities held after change	6,000 ADSs (representing 12,000 ordinary shares) in BHP Group Limited

Nature of change

Example: on-market trade, offmarket trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Gary Goldberg purchased ADSs representing BHP Group Limited ordinary shares to contribute to his BHP Minimum Shareholding Requirement.

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 securities - to which interest related prior to change - Interest acquired - Interest disposed Value/Consideration - - Interest after change

Part 3 – Closed period

Were the interests in the No. securities or contacts detailed above traded during a closed period where prior written consent was required? If so, was prior written N/A clearance provided to allow the trade to proceed during this period? If prior written clearance N/A was provided, on what date was this provided?

Part 4 - Contact details

Name of authorised officers Stefanie Wilkinson responsible for making this notification on behalf of the entities Contact details Stefanie Wilkinson Tel: +61 3 9609 2153 Fax: +61 3 9609 3015

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20 August 2021

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 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	Christine O’Reilly
Date of last notice	15 October 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	20 August 2021
No. of securities held prior to change	7,000 ordinary shares in BHP Group Limited
Class	Ordinary shares
Number acquired	2,000 ordinary shares in BHP Group Limited
Number disposed	-
Value/Consideration	AUD 44.39 per share (average)
No. of securities held after change	9,000 ordinary shares in BHP Group Limited
Nature of change Example: on-market trade, off- market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Christine O’Reilly purchased BHP Group Limited ordinary shares to contribute to her BHP Minimum Shareholding Requirement.

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 securities - to which interest related prior to change - Interest acquired - Interest disposed Value/Consideration - - Interest after change

Part 3 – Closed period

Were the interests in the No. securities or contacts detailed above traded during a closed period where prior written consent was required? If so, was prior written N/A clearance provided to allow the trade to proceed during this period? If prior written clearance N/A was provided, on what date was this provided?

Part 4 - Contact details

Name of authorised officers Stefanie Wilkinson responsible for making this notification on behalf of the entities Contact details Stefanie Wilkinson Tel: +61 3 9609 2153 Fax: +61 3 9609 3015

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 554 757 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