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    BHP   AU000000BHP4

BHP GROUP

(BHP)
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BHP : Unification Shareholder Circular

12/08/2021 | 04:42pm EST

For personal use only

8 December 2021

To:

Australian Securities Exchange1

cc: New York Stock Exchange

London Stock Exchange

JSE Limited

SHAREHOLDER CIRCULAR IN CONNECTION WITH UNIFICATION PROPOSAL

Please find attached the Shareholder Circular in connection with the proposal to unify BHP's Dual Listed Company Structure which was published by BHP today.

Unification will require the approval of BHP Group Limited and BHP Group Plc shareholders and shareholder meetings will take place on Thursday 20 January 2022. The notices of the shareholder meetings of BHP Group Limited and BHP Group Plc are set out in Appendices 4, 5 and 6 of the Shareholder Circular.

The Shareholder Circular is available on the BHP website at https://www.bhp.com/unify. A copy of the Shareholder Circular will also be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM.

Further information on BHP can be found at bhp.com.

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

HP Group Limited ABN 49 004 028 077

BHP Group plc Registration number 3196209

LEI WZE1WSENV6JSZFK0JC28

LEI 549300C116EOWV835768

Registered in Australia

Registered in England and Wales

Registered Office: Level 18, 171 Collins Street

Registered Office: Nova South, 160 Victoria Street

Melbourne Victoria 3000 Australia

London SW1E 5LB United Kingdom

Tel +61 1300 55 4757 Fax +61 3 9609 3015

Tel +44 20 7802 4000 Fax +44 20 7802 4111

Members of the BHP Group which is headquartered in Australia

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

SHAREHOLDER CIRCULAR

onlyuse

personal THIS DOCUMENT IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION.

ForShareholders should carefully read this Shareholder Circular in its entirety before making a decision as to how to vote on the Unification Resolutions to be considered at the Shareholder Meetings.

If you are in any doubt as to the action you should take, you are recommended to obtain your own personal financial advice from your stockbroker, financial adviser, solicitor, accountant and/or other independent professional adviser authorised under Part VI of the FSMA, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all your shares in BHP Group Limited or BHP Group Plc (as applicable), please send this document together with the accompanying documents as soon as possible to the relevant purchaser or transferee or to the stockbroker, bank, CSDP or other person through whom the sale or transfer was effected, for transmission to the relevant purchaser or transferee.

Unification of BHP's

Dual Listed

Company Structure

Vote in favour

Your Directors unanimously recommend that you vote in favour of the Unification Resolutions at the Shareholder Meetings.

The Independent Expert has concluded that Unification is in the best interests of BHP Shareholders.

Important notices

Purpose of this document

only

This document sets out information in relation to Unification, the

effects of Unification, certain information required by law and

other information known to the BHP Directors that is material to

a Shareholder's decision on how to vote on the Unification

Resolutions.

If the Unification proposal is implemented, it will result in:

-

Plc Shareholders receiving one Limited Share in exchange for

each Plc Share held;

-

the cancellation of the listing of Plc Shares on the FCA Official

List;

-

Plc Shares ceasing to be admitted for trading on the LSE's

use

Main Market for listed securities;

-

the cancellation of the listing of Plc Shares as a secondary

listing on the JSE;

-

Plc Shares ceasing to be admitted for trading on the JSE's

Main Board; and

-

the termination of the Plc ADR program.

If you have any questions in relation to this document or

Unification, please call the Shareholder Information Line on:

Limited Shareholders

- 1300 145 825 (within Australia) on weekdays between 8:30am

personal

and 7:30pm (AEDT).

- +61 3 9946 4423 (international) on weekdays between 8:30am

and 7:30pm (AEDT).

Plc Shareholders

Plc UK Share Register

- 0344 472 7001 (within the United Kingdom) on weekdays

between 8:30am and 5:30pm (GMT).

- +44 344 472 7001 (international) on weekdays between

8:30am and 5:30pm (GMT).

Plc South African Branch Register

- +27 11 370 5000 or 086 110 0634 (within South Africa) on

weekdays between 8:00am and 4:30pm (SAST).

- +27 11 870 8216 (international) on weekdays between 8:00am

and 4:30pm (SAST).

ADS Holders

-

+1 (877) 278-4751 (within the United States) on weekdays

between 9:00am and 9:00pm (EST).

- +1 (781) 575-2137 (international) on weekdays between 9:00am

and 9:00pm (EST).

This document does not in any way constitute an offer to sell

securities or a solicitation of an offer to buy securities.

This document does not include all information material to a

For

decision to buy, sell or otherwise trade in Limited Shares. Further

details on this are set out in the UK Prospectus.

The JSE Pre-Listing Announcement will also set out information on Unification, which is derived from this document and the UK Prospectus.

Explanatory Statement for Plc Shareholders

(Explanatory Statement in compliance with the provisions of s. 897 of the Companies Act 2006)

The rest of this document constitutes an explanatory statement for the purposes of section 897 of the Companies Act 2006 and provides Plc Shareholders with information on the Plc Scheme and the Plc Meetings.

Your attention is drawn to the letter from the Chair of BHP,

Mr Ken MacKenzie, contained on page 5 of this document. The Chair's letter contains, among other things, information on the reasons for and the benefits of Unification, and the unanimous recommendation of the Plc Directors to the Plc Shareholders to vote in favour of the Plc Resolutions to be proposed at the Plc

Scheme Meeting and the Plc GM. The letter from the Chair forms part of this Explanatory Statement.

Your attention is also drawn to the UK Prospectus, which contains further information on Limited and the Limited Shares to be issued or allotted in connection with Unification. Your attention is further drawn to the 'Risk Factors' section of the UK Prospectus.

While it is recommended that you read this whole document while deciding how to vote on the Plc Resolutions, the following Sections may be of particular relevance to Plc Shareholders:

  • Section 2;
  • Section 3;
  • Section 4;
  • Section 5;
  • Section 8;
  • Section 9;
  • Section 11.1;
  • Appendix 1 - Plc Scheme;
  • Appendix 5 - Notice of Plc Scheme Meeting; and
  • Appendix 6 - Notice of Plc GM.

Shareholder Meetings

Notices of the Shareholder Meetings are set out in Appendices 4, 5 and 6 of this Circular.

The BHP Directors recognise the constantly evolving nature of the Covid-19 situation and the uncertainty as to any related measures that may be put in place by the UK and/or Australian Governments which may change current restrictions or implement further measures which affect the holding of shareholder meetings. As such, whilst Shareholders will be permitted to attend the Shareholder Meetings in person if they are entitled to (subject to any applicable Covid-19 restrictions then in force), Shareholders are encouraged to lodge a directed proxy (and are encouraged to appoint the 'Chair of the meeting' as their proxy) for each of the Shareholder Meetings in case it becomes necessary or appropriate for Plc or Limited (as applicable) to make alternative arrangements for the holding or conduct of the Shareholder Meetings.

Any changes to the arrangements for the Shareholder Meetings (including as a result of the Covid-19 situation) will be communicated to Shareholders before the relevant Shareholder Meetings, including through BHP's website at www.bhp.com/unify and by announcement on the relevant stock exchange(s).

If you are a Limited Shareholder

Limited Shareholders are asked to vote at the Limited GM, which will be held on Thursday, 20 January 2022 at the Grand Hyatt,

123 Collins St, Melbourne VIC 3000, Australia. A live webcast will also be available on BHP's website at https://web.lumiagm.com/359-037-399. The Limited GM will start at 6:00pm (AEDT).

Limited Shareholders viewing the webcast and not attending the Limited GM in person are encouraged to appoint a proxy in advance of the Limited GM to vote on the business of the meeting. Limited Shareholders who are unable to attend the Limited GM in person or who prefer to register questions in advance are also invited to submit questions online at www.bhp.com/LimitedEGM by Thursday, 13 January 2022.

The Proxy Form includes instructions for completing and returning it to Computershare. You should ensure that Computershare receives your completed Proxy Form as soon as possible and not later than 48 hours before the Limited GM (or it will be invalid).

Important notices continued

For personal use only

If you are a Plc Shareholder

Plc Shareholders are asked to vote at two meetings: the Plc Scheme Meeting and the Plc GM. These Plc Meetings will be held on Thursday, 20 January 2022 at 133 Houndsditch, London EC3A 7BX, United Kingdom. The Plc Scheme Meeting will start at the later of 10:00am (GMT) or the conclusion or adjournment of the Limited GM and the Plc GM will start at the later of 10:30am (GMT) or the conclusion or adjournment of the Plc Scheme Meeting. Voting at each of the Plc Meetings will start when the Chair of each Plc Meeting opens the poll during the relevant meeting.

In respect of the Plc Scheme Meeting only, Plc Shareholders (or their duly appointed proxies or corporate representatives) will be able to attend, view and listen to the proceedings, submit written questions, raise any comments or opinions and/or vote at the Plc Scheme Meeting, in each case, online via the Virtual Meeting Platform (even if a proxy appointment or voting instruction is submitted in advance). Access to the Virtual Meeting Platform for the Plc Scheme Meeting will be available from 9:00am (GMT) on Thursday, 20 January 2022.

As an alternative to attending the Plc GM in person, a live webcast of the Plc GM will also be available online at https://web.lumiagm.com/123-885-895. Plc Shareholders who view and participate in the Plc Scheme Meeting prior to the Plc GM can simply stay logged in to view the webcast of the Plc GM when it starts. Unlike for the Plc Scheme Meeting immediately prior, Plc Shareholders will not be permitted to submit written questions, raise comments or opinions or vote online during the Plc GM. Plc Shareholders viewing the webcast and not attending the Plc GM in person should appoint a proxy in advance of the Plc GM in order to vote on the business of the meeting. Plc Shareholders who are unable to attend the Plc GM in person or who prefer to register questions in advance are also invited to submit questions online at www.bhp.com/PlcGM by Thursday, 13 January 2022.

Further details of the arrangements for the Plc Meetings are set out in Section 3.2 and in the Virtual Meeting Guide (made available to Plc Shareholders, including on BHP's website at www.bhp.com/PlcSchemeMeeting).

The Proxy Forms include instructions for completing and returning them to Computershare. You should ensure that Computershare receives your completed Proxy Forms as soon as possible and not later than 48 hours before the relevant meeting.

If Computershare has not received your Plc GM Proxy Form at least 48 hours before the Plc GM, it will be invalid.

However, if you have not lodged your Plc Scheme Meeting Proxy Form by 48 hours before the time scheduled for the commencement of the Plc Scheme Meeting, you may deliver it by hand to the Registrar or the Chair of the Plc Scheme Meeting before the start of that meeting.

Plc Shareholders can appoint a proxy and provide voting instructions electronically through www.eproxyappointment.com by following the instructions in the relevant Notices of Meeting. Plc Shareholders who hold Plc Shares in CREST may also appoint a proxy using CREST by following the instructions set out in the relevant Notices of Meeting.

Preparation of and responsibility for this document

  • Grant Samuel & Associates Pty Limited has prepared the Independent Expert's Report. The report is contained in Appendix 2 of this document. Grant Samuel & Associates Pty Limited takes responsibility for the report.
  • EY Australia has prepared the Reasonable Assurance Report on the Compilation of the Unaudited Pro forma Financial Information and takes responsibility for that report. A copy of that report is set out in Appendix 3.
  • BHP has prepared and is responsible for the content of this Circular (other than Appendix 2 and Appendix 3 of this document).
  • Greenwoods & Herbert Smith Freehills Pty Ltd has reviewed and agrees with Section 9.3 relating to the description given of the Australian income tax and goods and services tax implications of Unification for Shareholders.
  • Herbert Smith Freehills has reviewed and agrees with Section
    1. relating to the description given of the Australian stamp duty implications of Unification for Shareholders.
  • Slaughter and May has reviewed and agrees with Section 9.4 relating to the description given of the United Kingdom taxation implications of Unification for Shareholders who are resident in the United Kingdom for United Kingdom tax purposes.
  • KPMG has reviewed and agrees with Section 9.5 relating to the description given of the South African taxation implications of Unification for Shareholders who are resident in South Africa for South African tax purposes.
  • Sullivan & Cromwell has reviewed and agrees with the description of US federal income tax laws included in Section
    1. relating to the description given of the taxation implications of Unification for certain US Holders (as defined in Section 9.6).

Role of financial advisers

Role of Goldman Sachs

Goldman Sachs Australia Pty Ltd (GSA) and Goldman Sachs International (GSI, together with GSA, Goldman Sachs), is acting as financial adviser to BHP and no-one else in connection with the process or contents of this document. Neither Goldman Sachs nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than BHP for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the transaction described in this document or for any other matters referred to herein.

To the extent that GSI is providing financial services in Australia, GSI is exempt from the requirement to hold an Australian financial services license for the financial services GSI provides in Australia. GSI is regulated by a foreign regulator under foreign laws which differ from Australian laws. GSI is authorised by the PRA and regulated by the FCA and the PRA, under UK laws.

Role of UBS

UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS AG London Branch and UBS AG Australia Branch (together, UBS) provided financial and corporate broking advice to BHP and no one else in connection with the process or contents of this document. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this document or any other matter referred to herein.

Role of Flagstaff Partners

Flagstaff Partners Pty Ltd (Flagstaff Partners) is acting as an adviser only to BHP, and not to anyone else, in connection with the contents of this document and any process referred to in it.

1

BHP SHAREHOLDER CIRCULAR

Important notices continued

For personal use only

Neither Flagstaff Partners, nor any of its affiliates, directors, officers, employees or agents are responsible to anyone other than BHP for providing the protections afforded to Flagstaff Partners' clients, or for providing advice in connection with any matter referred to in this document.

Role of Citi

Citigroup Global Markets Limited (Citi), which is authorised in the UK by the PRA and regulated by the FCA and PRA, is acting exclusively for BHP and no one else in connection with the transaction described in this document and will not be responsible to anyone other than BHP for providing the protections afforded to clients of Citi nor for providing advice in relation to the transaction or any other matters referred to in this document. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this document, any statement contained herein, the transaction or otherwise.

Status of this document

This document is not a prospectus or other disclosure document:

  • under Chapter 6D of the Corporations Act;
  • for the purposes of the UK version of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Parliament Union (Withdrawal) Act 2018, as amended; or
  • under Chapter 4 of the South African Companies Act.

The Executive of the UK Panel has confirmed that the City Code will not apply to Unification and that going forward, Limited will not be subject to the City Code.

Listings of Limited

The existing Limited Shares are listed and traded on the ASX. BHP intends to apply to the:

  • FCA for the Limited Shares, including the New Limited Shares, to be admitted to the standard listing segment of the FCA Official List;
  • LSE for the Limited Shares, including the New Limited Shares, to be admitted to trading on the LSE's Main Market for listed securities;
  • JSE for the Limited Shares, including the New Limited Shares, to be admitted to listing and trading on the JSE, by way of secondary listing on the general mining sector of the JSE's Main Board; and
  • ASX for the New Limited Shares to be quoted on the ASX,

(together, the Admission).

Limited ADSs representing Limited Shares are listed on the NYSE. A supplemental listing application will be made to the NYSE for the New Limited ADSs representing New Limited Shares to be admitted to listing and trading on the NYSE.

It is expected that dealings in:

  • Limited Shares (including New Limited Shares) on the LSE (and settling in the form of Limited DIs) will commence at 8:00am (GMT) on Monday, 31 January 2022;
  • Limited Shares (including New Limited Shares) on the JSE (through STRATE) will commence at 9:00am (SAST) on Monday, 31 January 2022; and
  • New Limited Shares on the ASX on a deferred settlement basis will commence at 10:00am (AEDT) on Monday,
    31 January 2022, with normal trading to commence at 10:00am (AEDT) on Wednesday, 2 February.

Dealings in the New Limited ADSs are expected to commence on the NYSE by 9:30am (EST) on Monday, 31 January 2022.

It is the responsibility of Shareholders to determine their entitlement to New Limited Shares (if any) before agreeing to trade any New Limited Shares to which they may be entitled, especially during non-trading periods.

Not investment advice

The information and recommendations contained in this Circular do not constitute financial product advice and have been prepared without reference to the investment objectives, financial situation, tax position and particular needs of individual BHP Shareholders or any other person. You should not rely on the information in this Circular as the sole basis for any investment decision.

Notice to certain foreign Shareholders

Shareholders who are resident in certain countries may be considered to be 'Restricted Shareholders'. Restricted Shareholders (if any) will not receive New Limited Shares under Unification. New Limited Shares that would otherwise be issued to these Restricted Shareholders under Unification will be sold, with the proceeds of such sale to be paid to Restricted Shareholders. See Section 8.3.5 for further information.

No action has been taken to register or qualify the New Limited Shares in any jurisdiction, other than as noted, or to permit a public offering of Limited Shares in any jurisdiction. The New Limited Shares to be issued pursuant to the Plc Scheme described in this Circular, including any New Limited Shares represented by New Limited ADSs, have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. For further information regarding foreign jurisdictions, see Section 11.8.

Forward-looking statements

This document contains forward-looking statements including statements regarding: trends in commodity prices and currency exchange rates; demand for commodities; reserves and production forecasts; plans, strategies and objectives of management; climate scenarios; approval of certain projects and consummation of certain transactions; closure or divestment of certain assets, operations or facilities (including associated costs), including the proposed Petroleum Transaction; Unification, including, but not limited to, the perceived benefits of Unification and expectations around the financial impact of Unification on BHP; anticipated production or construction commencement dates; capital costs and scheduling; operating costs and supply of materials and skilled employees; anticipated productive lives of projects, mines and facilities; provisions and contingent liabilities; and tax and regulatory developments. Forward-looking statements may be identified by the use of terminology, including, but not limited to, 'intend', 'aim', 'project', 'see', 'anticipate', 'estimate', 'plan', 'objective', 'believe', 'expect', 'commit', 'may', 'should', 'need', 'must', 'will', 'would', 'continue', 'forecast', 'guidance', 'trend' or similar words. These statements discuss future expectations concerning the results of assets or financial conditions, or provide other forward-looking information.

These forward-looking statements are based on management's current expectations and reflect judgments, assumptions, estimates and other information available as at the date of this document. These statements do not represent guarantees or predictions of future financial or operational performance, and involve known and unknown risks, uncertainties and other

2

BHP SHAREHOLDER CIRCULAR

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

BHP Group Limited published this content on 08 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 December 2021 21:41:32 UTC.


© Publicnow 2021
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