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BHP Group Limited — Major Shareholding Notification 2025
May 14, 2025
14787_rns_2025-05-14_7ee45384-5cdc-46ec-9141-fde85934c252.pdf
Major Shareholding Notification
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Form 604 Corporations Act Section 671B
Notice of change of interests of substantial shareholder
To: BHP Group Ltd (“BHP”, Ordinary Fully Paid)
1. Details of substantial shareholder
Citigroup Global Markets Australia Pty Limited (ACN 003 114 832) and each of the related bodies corporate in the Citigroup group of companies worldwide (for more details please visit www.citigroup.com).
The previous notice was dated and given to the company on 26 April 2022.
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| scheme, are as follows: | ||||
|---|---|---|---|---|
| Class of securities | Previous notice | Present notice | ||
| Person’s votes | Voting power | Person’s votes | Voting power | |
| Ordinary Fully Paid | 318,921,856.17 | 6.2999% | 268,965,425.83 | 5.2988% |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| scheme | are as follows: | ||
|---|---|---|---|
| Date of change |
Person whose relevant interest changed |
Nature of change | Class and number of securities affected |
| 12 May 2025 | Citibank, N.A. | Citibank, N.A. holds an increased interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
21,863 Ordinary Fully Paid |
| 12 May 2025 | Citibank, N.A | Citibank, N.A. holds a decreased relevant interest in these shares acting as Depositary. |
- 59,381,994 Ordinary Fully Paid |
| 12 May 2025 | Citibank, N.A. Sydney Branch |
Citibank, N.A. Sydney Branch holds an increased relevant interest in these shares acting as Agent Lender and as the holder of |
4,343,238 Ordinary Fully Paid |
| securities subject to an obligation to return under a securities lending agreement. Refer to Annexure A. |
|||
|---|---|---|---|
| 12 May 2025 | Citibank, N.A. Sydney Branch |
Citibank, N.A. Sydney Branch holds an increased relevant interest in these shares acting as Agent Lender and as the holder of collateral securities in a tripartite arrangement subject to an obligation to return under a securities lending agreement. Refer Annexure A. |
40,369 Ordinary Fully Paid |
| 12 May 2025 | Citibank, N.A. | Citibank, N.A. holds a decreased interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
- 877,554 Ordinary Fully Paid |
| 12 May 2025 | Citibank, N.A. Hong Kong Branch |
Citibank, N.A. Hong Kong Branch holds an increased relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
15,769.97 Ordinary Fully Paid |
| 12 May 2025 | Citigroup Global Markets Australia Pty Limited |
Citigroup Global Markets Australia Pty Limited holds a decreased relevant interest in these shares pursuant to contracts entered into subject to an obligation to return under a securities lending agreementandpursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. Refer to Annexure A. |
- 1,547,379 Ordinary Fully Paid |
| 12 May 2025 | Citigroup Global Markets Funding Luxembourg S.C.A |
Citigroup Global Markets Funding Luxembourg S.C.A holds an increased interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
558,840.13 Ordinary Fully Paid |
| 12 May 2025 | Citigroup Global Markets Inc |
Citigroup Global Markets Inc holds a decreased relevant interest in these shares pursuant to contracts entered into subject to an obligation to return under a securities lending agreementand pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. Refer to Annexure A |
- 339,935.83 Ordinary Fully Paid |
| 12 May 2025 | Citigroup Global Markets Limited |
Citigroup Global Markets Limited holds an increased relevant interest in these shares pursuant to contracts entered into subject to an obligation to return under a securities lending agreementand pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. Refer to Annexure A |
7,214,376.56 Ordinary Fully Paid |
| 12 May 2025 | Citigroup Global Markets (Proprietary) Limited |
Citigroup Global Markets Inc holds an increased relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
530 Ordinary Fully Paid |
| 12 May 2025 | Citigroup Trust N.A. Florida |
Citigroup Trust N.A. Florida holds a decreased relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
- 1,602 Ordinary Fully Paid |
| 12 May 2025 | Citicorp Trust South Dakota |
Citicorp Trust South Dakota holds a decreased relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
- 2,952 Ordinary Fully Paid |
|
|---|---|---|---|---|
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| change are as follows: | |||
|---|---|---|---|
| Holder of Relevant interest |
Registered holder of securities |
Nature of change | Class and number of securities |
| Citibank, N.A. | Citicorp Nominees Pty Limited |
Citibank, N.A. holds a relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
34,707.00 Ordinary Fully Paid |
| Citibank, N.A | Citicorp Nominees Pty Limited |
Citibank, N.A. holds a relevant interest in these shares acting as Depositary. |
249,555,593 Ordinary Fully Paid |
| Citibank, N.A. Sydney Branch |
Various | Citibank, N.A. Sydney Branch holds a relevant interest in these shares acting as Agent Lender and as the holder of securities subject to an obligation to return under a securities lending agreement. |
7,840,488 Ordinary Fully Paid |
| Citibank, N.A. Sydney Branch |
Citicorp Nominees Pty Limited |
Citibank, N.A. Sydney Branch holds a relevant interest in these shares acting as Agent Lender and as the holder of collateral securities in a tripartite |
40,369 Ordinary Fully Paid |
| arrangement subject to an obligation to return under a securities lending agreement. Refer Annexure A. |
|||
|---|---|---|---|
| Citibank, N.A. | Citicorp Nominees Pty Limited |
Citibank, N.A. holds a relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
80,502 Ordinary Fully Paid |
| Citibank, N.A. Hong Kong Branch |
Citicorp Nominees Pty Limited |
Citibank, N.A. Hong Kong Branch holds a relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
15769.97 Ordinary Fully Paid |
| Citigroup Global Markets Australia Pty Limited |
Citicorp Nominees Pty Limited |
Citigroup Global Markets Australia Pty Limited holds a relevant interest in these shares pursuant to contracts entered into subject to an obligation to return under a securities lending agreementand pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. Refer to |
1,301,988 Ordinary Fully Paid |
| Annexure A. | ||||
|---|---|---|---|---|
| Citigroup Global Markets Funding Luxembourg S.C.A |
Citicorp Nominees Pty Limited |
Citigroup Global Markets Funding Luxembourg S.C.A holds a relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
558,840.13 Ordinary Fully Paid |
|
| Citigroup Global Markets Inc |
Citicorp Nominees Pty Limited |
Citigroup Global Markets Inc holds relevant interest in these shares pursuant to contracts entered into subject to an obligation to return under a securities lending agreementand pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. Refer to Annexure A |
363,667.17 Ordinary Fully Paid |
|
| Citigroup Global Markets Limited |
Citicorp Nominees Pty Limited |
Citigroup Global Markets Limited holds relevant interest in these shares pursuant to contracts entered into subject to an obligation to return under a securities lending agreement andpursuant to contracts entered into in the ordinary course of business on a stock market of |
9,164,357.56 Ordinary Fully Paid |
| a stock exchange, containing no terms and conditions other than standard terms and conditions. Refer to Annexure A |
|||
|---|---|---|---|
| Citigroup Global Markets (Proprietary) Limited |
Citicorp Nominees Pty Limited |
Citigroup Global Markets Inc holds a relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
548 Ordinary Fully Paid |
| Citigroup Trust N.A. Florida |
Citicorp Nominees Pty Limited |
Citigroup Trust N.A. Florida holds a relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
236 Ordinary Fully Paid |
| Citicorp Trust South Dakota |
Citicorp Nominees Pty Limited |
Citicorp Trust South Dakota holds a relevant interest in these shares pursuant to contracts entered into in the ordinary course of business on a stock market of a stock exchange, containing no terms and conditions other than standard terms and conditions. |
8,360 Ordinary Fully Paid |
5. Changes in association
The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:
No changes in association.
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Citibank, N.A. | 388 Greenwich St New York, NY 10013, United States |
| Citibank, N.A. Sydney Branch | Citigroup Centre 2 Park St Sydney, NSW 2000 Australia |
| Citibank, N.A. Hong Kong Branch | Champion Tower Three Garden Road, Central Hong Kong |
| Citigroup Citigroup Global Markets Pty Limited | Citigroup Centre 2 Park St Sydney, NSW 2000 Australia |
| Citigroup Global Markets Funding Luxembourg S.C.A |
31, Z.A. Bourmicht, Bertrange, L-8070, Luxembourg |
| Citigroup Citigroup Global Markets Inc | 388 Greenwich St New York, NY 10013, United States |
| Citigroup Global Markets Limited | Citigroup Centre, Canary Wharf 33 Canada Square London, E14 5LB, United Kingdom |
| Citigroup Global Markets (Proprietary) Limited | 145 West Street, Sandown, Sandton, Johannesburg,ZA-GP,2196,ZA |
| Citigroup Trust N.A. Florida | 20 Montchanin Road, Suite 180, Greenville, DE 19807, USA |
| Citicorp Trust South Dakota | 1300 West 57TH Street Suite G100 Sioux Falls SD 57108 |
Dated this day, 15 May 2025.
==> picture [115 x 59] intentionally omitted <==
Alyson Sosa Markets Compliance Australia Citigroup Global Markets Australia Pty Limited T: +61 2 8225 4845
Annexure A
This is Annexure A of 4 pages referred to in Form 604 ‘ Notice of change of interests of substantial shareholder’
==> picture [115 x 59] intentionally omitted <==
Alyson Sosa 15 May 2025
| Schedule (Loan) | |
|---|---|
| Type of Agreement | AMSLA/ GMSLA/MSLA |
| Parties to Agreement | Various |
| Transfer date | Various |
| Holder of voting rights | Borrower |
| **Are there any restrictions on voting rights? ** | No |
| Scheduled return date | Unknown |
| Does the borrower have the right to return early? |
Yes |
| Ifyes, details | StandardAMSLA/ GMSLA/MSLAterms |
| Does the lender have the right to recall **early? ** |
Yes |
| Ifyes, details | StandardAMSLA/ GMSLA/MSLAterms |
| Will the securities be returned on **settlement? ** |
n/a |
| Statement | If requested by the company to whom the prescribed form must be given, or if requested by ASIC, Citi will give a copy of the AMSLA / GMSLA/MSLAto the company or ASIC. |
| Schedule (Agency Lending Agreement) | |
|---|---|
| Type of Agreement | SecuritiesLendingAgencyAgreement (SLAA) |
| Parties to Agreement | Various |
| Circumstances under which the agent lender can exercise the authorisations in relation to the securities |
Agent Lender can only exercise authority, as agent, in relation to the lender’s securities as defined and agreed in the Securities Lending AgencyAgreement. |
| Circumstances under which the agent lender is subject to any restrictions in how it can deal with the securities |
Lenders will define the restrictions and/or securities lending parameters in the Securities Lending Agency Agreement entered into with the lending agent. Such restrictions/parameters include specific designated accounts, lendable limits, acceptable collateral and/or cash reinvestment guidelines. |
| Does the agent lender have the right to recall early? |
Agent Lenders have the right to early recall on behalf of Lender’s instructions. However, the expectation is the Lender and Borrower would have mutually agreed no sales/recall of the securities during the duration of the loan term. Hence, borrowers are not obligated to return the securities early for termed loans. |
| If yes, details | Authorised under the standard Securities Lending Agency Agreement terms. |
| Statement | If requested by the company to whom the prescribed form must be given, or if requested by ASIC, Citi will give a copy of the authorisation agreement to the company or ASIC. |
| Schedule (Collateral) | |
|---|---|
| Type of Agreement | AMSLA / GMSLA / MSLA |
| Parties to Agreement | Various |
| Transfer date | Various |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| Scheduled return date | Unknown |
| Does the borrower have the right to recall early? |
Yes |
| If yes, details | Borrower can instruct their Triparty/Collateral Agent |
| Does the lender have the right to return early? |
No |
| If yes, details | |
| Will the securities be returned on **settlement? ** |
n/a |
| Statement | If requested by the company to whom the prescribed form must be given, or if requested by ASIC, Citi will give a copy of the AMSLA / GMSLA / MSLA to the company or ASIC. |
| Schedule (Agency Lending Agreement - Collateral) | Schedule (Agency Lending Agreement - Collateral) |
|---|---|
| Type of Agreement | SecuritiesLendingAgencyAgreement (SLAA) |
| Parties to Agreement | Various |
| Circumstances under which the agent lender can exercise the authorisations in relation to the securities |
Agent Lender cannot exercise any authorisation with respect to the securities held as collateral by the Triparty Custodian/Agent. |
| Circumstances under which the agent lender is subject to any restrictions in how it can deal with the securities |
Agent Lender has no access to the collateral held by the Triparty Custodian/Agent, till an event of default occurs and collateral is ring fenced and becomes accessible. |
| Does the agent lender have the right to **returnearly? ** |
No |
| Ifyes, details | |
| Statement | If requested by the company to whom the prescribed form must be given, or if requested by ASIC, Citi will give a copy of the Authorisation Agreement to the company or ASIC. |