BHP Group plc (JSE:BHG) News - Woodside shareholders approve Merger

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

NEWS RELEASE

Release Time        IMMEDIATE
Date                19 May 2022
Release Number      15/22

Woodside shareholders approve Merger

BHP Group (BHP) notes the announcement by Woodside Petroleum Ltd (Woodside) today,
confirming that Woodside shareholders have approved the merger of BHP’s oil and gas
portfolio with Woodside by an all-stock merger (Merger).
BHP and Woodside are working towards completion of the Merger, which is scheduled for 1
June 2022. Subject to completion occurring, BHP is expected to receive 914,768,948 newly
issued Woodside ordinary shares. BHP will shortly provide a further update on the proposed
in specie dividend of the Woodside shares.


Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary


Sponsor: J.P. Morgan Equities South Africa Proprietary

Media Relations                                       Investor Relations

Email: media.relations@bhp.com                        Email: investor.relations@bhp.com


Australia and Asia                                    Australia and Asia

Gabrielle Notley                                      Dinesh Bishop
Tel: +61 3 9609 3830                                  Mobile: +61 407 033 909
Mobile: +61 411 071 715

Europe, Middle East and Africa                        Europe, Middle East and Africa

Neil Burrows                                          James Bell
Tel: +44 20 7802 7484                                 Tel: +44 2078 027 144
Mobile: +44 7786 661 683                              Mobile: +44 7961 636 432

Americas                                              Americas

Renata Fernandez                                      Sabrina Goulart
Mobile: +56 9 8229 5357                               Mobile: +1 832 781 6698




BHP Group Limited ABN 49 004 028 077
LEI WZE1WSENV6JSZFK0JC28
Registered in Australia
Registered Office: Level 18, 171 Collins Street
Melbourne Victoria 3000 Australia
Tel +61 1300 55 4757 Fax +61 3 9609 3015




BHP Group is headquartered in Australia
Follow us on social media




                                                  2
Important additional information and where to find it
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Merger or
otherwise, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
securities. No offer of securities in the United States shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933. This communication should not be construed in any
manner as a recommendation to any reader of this document.


In connection with the Merger, Woodside has filed with the US Securities and Exchange Commission (the
“SEC”) a registration statement on Form F-4 (the “Registration Statement”) to register the Woodside securities
to be issued in connection with the Merger (including a prospectus therefor). This communication is not a
substitute for the Registration Statement or the prospectus or for any other document that Woodside or BHP may
file with the SEC in connection with the transaction. US INVESTORS AND US HOLDERS OF WOODSIDE
AND BHP SECURITIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS
AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT WOODSIDE, BHP AND THE TRANSACTION.
Shareholders will be able to obtain free copies of the Registration Statement, prospectus and other documents
containing important information about Woodside and BHP once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov. Copies of such documents may also be
obtained from Woodside and BHP without charge.


This announcement is subject to the same notes, notices, disclaimers and other matters set out under the heading
“Disclaimer and important notice” in BHP’s announcement dated 8 April 2022.


                                                           3

Date: 19-05-2022 10:53:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.