BHP Group Limited — Share Issue/Capital Change 2021

Nov 24, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

BHP GROUP LIMITED

Date of this announcement

Wednesday November 24, 2021

The +securities the subject of this notification are:

==> picture [8 x 9] intentionally omitted <==

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
BHPAC	PERFORMANCE RIGHTS	897,478	23/11/2021

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

1 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of entity

BHP GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

49004028077

1.3 ASX issuer code

BHP

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

24/11/2021

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

2 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

==> picture [21 x 22] intentionally omitted <==

2.1 The +securities the subject of this notification are:

==> picture [8 x 8] intentionally omitted <==

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

==> picture [8 x 8] intentionally omitted <==

has an existing ASX security code ("existing class")

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

3 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

BHPAC : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

23/11/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

==> picture [9 x 8] intentionally omitted <==

Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mike Henry	Mike Henry	205,791
Geraldine Slattery	Geraldine Slattery	97,330
David Lamont	David Lamont	84,553
Edgar Basto-Baez	Edgar Basto-Baez	107,033
John Udd	John Udd	79,760

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Each award under the Cash and Deferred Plan (CDP) and Long Term Incentive Plan (LTIP) is a conditional right to one ordinary fully paid share in BHP Group Limited, subject to meeting the applicable service and/or performance conditions. For further details, refer to the Notes to the Financial Statements contained in BHP's 2021 Annual Report (accessible at: h ttps://www.bhp.com/investors/annual-reporting/annual-report-2021).

Any other information the entity wishes to provide about the +securities the subject of this notification

This notification is in respect of the grant of the following awards to BHP's Executive Leadership Team under the Group's incentive plans: (i) CDP Awards that vest after two-years,; (ii) CDP Awards that vest after five-years; and (iii) LTIP Awards.

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

4 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

==> picture [21 x 22] intentionally omitted <==

Number of +securities

897,478

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

5 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
BHP : ORDINARY FULLY PAID	2,950,251,394

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
BHPAC : PERFORMANCE RIGHTS	12,762,279
BHPAA : DLC DIVIDEND SHARE	1
BHPAB : SPECIAL VOTING SHARE	1

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

6 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

691,687

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

7 / 7