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Director/PDMR Shareholding

Published: 2022-11-25 09:15:43 ET
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BHP Group Limited
BHP Group Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 18, 171 Collins Street Melbourne VIC 3000
Share code: BHG
ISIN: AU000000BHP4

25 November 2022

                                         BHP GROUP LIMITED
                          Notification and public disclosure of transactions by
                           Persons Discharging Managerial Responsibilities


 1       Details of the person discharging managerial responsibilities / persons closely
         associated

 a)      Name                         Mike Henry

 2       Reason for the notification

 a)      Position/status              PDMR (Chief Executive officer)

 b)      Initial                      Initial notification
         notification/Amendment

 3       Details of the issuer, emission allowance market participant, auction platform,
         auctioneer or auction monitor

 a)      Name                         BHP Group Limited

 b)      LEI                          WZE1WSENV6JSZFK0JC28

 4       Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
         each type of transaction; (iii) each date; and (iv) each place where transactions have
         been conducted.

 a)      Description of the           This notification is in respect of the grant of the following grants
         financial instrument, type   to the Chief Executive Officer under the Group’s incentive plans:
         of instrument                (i) Long Term Incentive Plan Awards; (ii) Cash and Deferred Plan
                                      Awards that vest after two-years; and (iii) Cash and Deferred Plan
         Identification code          Awards that vest after five-years.

                                      This notification is also in respect of the grant and vesting of Uplift
                                      Awards to the Chief Executive Officer under the Group’s incentive
                                      plans.

                                      Employees who continued to be employed by BHP after
                                      completion of the Petroleum merger with Woodside on 1 June
                                      2022 did not receive the in specie dividend paid by BHP in respect
                                      of any unvested share rights, and the value of the underlying BHP
                                      shares which they will receive on vesting will be reduced as a
                                      result of the in specie dividend that has been determined. To treat
                                      BHP employees fairly and restore the value of the unvested share
                                      rights to their pre-completion value, BHP granted those
                                      employees a one-off grant of additional matching entitlements
                                      (Uplift Awards) on the same substantive terms as the original
                                      unvested share rights.
                                 Type of Instrument

                                 Each grant under BHP Group Limited’s Cash and Deferred Plan
                                 and Long Term Incentive Plan is a conditional right to one
                                 ordinary fully paid share in BHP Group Limited, subject to meeting
                                 the applicable service and/or performance conditions.

                                 Identification code

                                 ISIN: AU000000BHP4

b)   Nature of the transaction          1. The grant of 118,853 Long Term Incentive Plan Awards
                                        2. The grant of 44,335 Cash and Deferred Plan Awards that
                                           vest in two years.
                                        3. The grant of 44,335 Cash and Deferred Plan Awards that
                                           vest in five years.
                                        4. The grant of 117,948 Uplift Awards under BHP Group
                                           Limited’s Long Term Incentive Plan and Cash and
                                           Deferred Plan.
                                        5. The acquisition of 31,616 ordinary shares following the
                                           vesting of Uplift Awards under BHP Group Limited’s Long
                                           Term Incentive Plan and Cash and Deferred Plan.
                                        6. The on-market sale of 15,002 ordinary shares in BHP
                                           Group Limited in order to meet expected tax obligations
                                           arising from the transactions described in 5.
c)   Price(s) and volume(s)                Price(s)                       Volume(s)

                                   1.      Nil                          118,853

                                   2.      Nil                          44,335
                                   3.      Nil                          44,335
                                   4.      Nil                          117,948
                                   5.      Nil                          31,616
                                   6.      A$43.32                      15,002
d)   Aggregated information

     - Aggregated volume         325,471 share rights – nil price

     - Price                     15,002 ordinary shares – A$43.32 (A$649,886.64)

e)   Date of the transaction     2022-11-22



f)   Place of the transaction    Australian Securities Exchange (ASX)



1    Details of the person discharging managerial responsibilities / persons closely
     associated

b)   Name                        Geraldine Slattery

2    Reason for the notification

c)   Position/status             PDMR (President Australia)

d)   Initial                     Initial notification
     notification/Amendment

3    Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                         BHP Group Limited

b)   LEI                          WZE1WSENV6JSZFK0JC28

4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted.

     Description of the           This notification is in respect of the grant of the following grants
g)
                                  to the President Australia under the Group’s incentive plans:(i)
     financial instrument, type
                                  Long Term Incentive Plan Awards; (ii) Cash and Deferred Plan
     of instrument
                                  Awards that vest after two-years; and (ii) Cash and Deferred Plan
     Identification code          Awards that vest after five-years.
                                  Type of Instrument

                                  Each grant under the Cash and Deferred Plan and Long Term
                                  Incentive Plan is a conditional right to one ordinary fully paid share
                                  in BHP Group Limited, subject to meeting the applicable service
                                  and/or performance conditions.

                                  Identification code

                                  ISIN: AU000000BHP4
                                      1. The grant of 58,237 Long Term Incentive Plan Awards.
h)   Nature of the transaction
                                      2. The grant of 23,784 Cash and Deferred Plan Awards that
                                          vest in two years.
                                      3. The grant of 23,784 Cash and Deferred Plan Awards that
                                          vest in five years.
i)   Price(s) and volume(s)              Price(s)                    Volume(s)
                                   1.    Nil                         58,237
                                   2.    Nil                         23,784
                                   3.    Nil                         23,784
j)   Aggregated information
     - Aggregated volume          105,805 share rights – nil price
     - Price

k)   Date of the transaction      2022-11-22

l)   Place of the transaction     Australian Securities Exchange (ASX)



1    Details of the person discharging managerial responsibilities / persons closely
     associated

a)   Name                         Edgar Basto-Baez

2    Reason for the notification

a)   Position/status              PDMR (Chief Operating Officer)

b)   Initial                      Initial notification
     notification/Amendment

3    Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor

a)   Name                         BHP Group Limited

b)   LEI                          WZE1WSENV6JSZFK0JC28
4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted.

     Description of the           This notification is in respect of the grant of the following grants
a)
                                  to the Chief Operating Officer under the Group’s incentive plans:
     financial instrument, type
                                  (i) Long Term Incentive Plan Awards; (ii) Cash and Deferred Plan
     of instrument
                                  Awards that vest after two-years; and (iii) Cash and Deferred Plan
     Identification code          Awards that vest after five-years.

                                  Type of Instrument

                                  Each grant under the Cash and Deferred Plan and Long Term
                                  Incentive Plan is a conditional right to one ordinary fully paid share
                                  in BHP Group Limited, subject to meeting the applicable service
                                  and/or performance conditions.
                                  Identification code

                                  ISIN: AU000000BHP4
                                        1. The grant of 58,237 Long Term Incentive Plan Awards.
b)   Nature of the transaction
                                        2. The grant of 21,936 Cash and Deferred Plan Awards that
                                           vest in two years.
                                        3. The grant of 21,936 Cash and Deferred Plan Awards that
                                           vest in five years.

c)   Price(s) and volume(s)                Price(s)                       Volume(s)
                                   1.      Nil                            58,237
                                   2.      Nil                            21,936
                                   3.      Nil                            21,936
d)   Aggregated information
     - Aggregated volume          102,109 share rights – nil price
     - Price

e)   Date of the transaction      2022-11-22

f)   Place of the transaction     Australian Securities Exchange (ASX)



1    Details of the person discharging managerial responsibilities / persons closely
     associated

a)   Name                         David Lamont

2    Reason for the notification

a)   Position/status              PDMR (Chief Financial Officer)

b)   Initial                      Initial notification
     notification/Amendment

3    Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor

a)   Name                         BHP Group Limited

b)   LEI                          WZE1WSENV6JSZFK0JC28
4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted.

     Description of the           This notification is in respect of the grant of the following grants
a)
                                  to the Chief Financial Officer under the Group’s incentive plans:(i)
     financial instrument, type
                                  Cash and Deferred Plan Awards that vest after two-years; (ii)
     of instrument
                                  Cash and Deferred Plan Awards that vest after five-years; and (iii)
     Identification code          Long Term Incentive Plan Awards.

                                  Type of Instrument

                                  Each grant under the Cash and Deferred Plan and Long Term
                                  Incentive Plan is a conditional right to one ordinary fully paid share
                                  in BHP Group Limited, subject to meeting the applicable service
                                  and/or performance conditions.
                                  Identification code

                                  ISIN: AU000000BHP4
                                      1. The grant of 58,237 Long Term Incentive Plan Awards.
b)   Nature of the transaction
                                      2. The grant of 24,775 Cash and Deferred Plan Awards that
                                         vest in two years.
                                      3. The grant of 24,775 Cash and Deferred Plan Awards that
                                         vest in five years.
c)   Price(s) and volume(s)              Price(s)                    Volume(s)
                                   1.    Nil                         58,237
                                   2.    Nil                         24,775
                                   3.    Nil                         24,775
d)   Aggregated information       107,787 share rights – nil price
     - Aggregated volume
     - Price

e)   Date of the transaction      2022-11-22

f)   Place of the transaction     Australian Securities Exchange (ASX)



1    Details of the person discharging managerial responsibilities / persons closely
     associated

a)   Name                         John Udd

2    Reason for the notification

c)   Position/status              PDMR (President Americas)

d)   Initial                      Initial notification
     notification/Amendment

3    Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor

a)   Name                         BHP Group Limited

b)   LEI                          WZE1WSENV6JSZFK0JC28

4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted.
       Description of the           This notification is in respect of the grant of the following grants
 a)
                                    to the President Americas under the Group’s incentive plans:(i)
       financial instrument, type
                                    Cash and Deferred Plan Awards that vest after two-years; (ii)
       of instrument
                                    Cash and Deferred Plan Awards that vest after five-years; and (iii)
       Identification code          Long Term Incentive Plan Awards.

                                    Type of Instrument

                                    Each grant under the Cash and Deferred Plan and Long Term
                                    Incentive Plan is a conditional right to one ordinary fully paid share
                                    in BHP Group Limited, subject to meeting the applicable service
                                    and/or performance conditions.
                                    Identification code

                                    ISIN: AU000000BHP4
                                        1. The grant of 55,266 Long Term Incentive Plan Awards.
 b)    Nature of the transaction
                                        2. The grant of 22,167 Cash and Deferred Plan Awards that
                                           vest in two years.
                                        3. The grant of 22,167 Cash and Deferred Plan Awards that
                                           vest in five years.
 c)    Price(s) and volume(s)              Price(s)                    Volume(s)
                                     1.    Nil                         55,266

                                     2.     Nil                             22,167

                                     3.     Nil                             22,167

 d)    Aggregated information       99,600 share rights – nil price
       - Aggregated volume
       - Price

 e)    Date of the transaction      2022-11-22

 f)    Place of the transaction     Australian Securities Exchange (ASX)


Sponsor: J.P. Morgan Equities South Africa Proprietary Limited