Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

BHP Group Limited Major Shareholding Notification 2025

May 14, 2025

14787_rns_2025-05-14_7ee45384-5cdc-46ec-9141-fde85934c252.pdf

Major Shareholding Notification

Open in viewer

Opens in your device viewer

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.