Determination Of In Specie Dividend In Connection With The Woodside Merger

The Board of BHP Group (BHP) has determined to pay to BHP shareholders an in specie dividend in the form of Woodside Petroleum Ltd (Woodside) shares in connection with the merger of BHP’s oil and gas portfolio with Woodside (Merger).

The in specie dividend is scheduled to be paid on 1 June 2022 and will be fully franked.

BHP shareholders’ entitlement to, and the payment of, the in specie dividend is subject to completion of the Merger.

BHP will receive 914,768,948 Woodside ordinary shares as part of the Merger. Eligible BHP shareholders will receive one newly issued Woodside share for every 5.5340 BHP shares they hold at the close of business on 26 May 2022 (Record Date). Holders of BHP American depositary shares (ADSs) will be entitled to receive one Woodside ADS for every ².7670 BHP ADS they hold at the Record Date (with each Woodside ADS representing one Woodside share), subject to payment of taxes and applicable fees and expenses.

BHP ADS holders should note that the BHP ADSs will trade with “due bills” from the opening of business in New York on 25 May 2022 until 2 June 2022. BHP ADSs trading with due bills carry the right to receive the Woodside ADSs distributed in connection with the Merger. Exdividend trading in the BHP ADSs will commence at the opening of business in New York on 2 June 2022.

The BHP Dividend Reinvestment Plan will not operate in respect of the in specie dividend.

Eligibility to receive Woodside shares and related sale facility
BHP shareholders will be eligible to receive the in specie dividend in the form of Woodside shares if their address on the BHP register is in one of the following jurisdictions: Australia, Canada, Chile, France, Germany, Ireland, Italy, Japan, Jersey, Luxembourg, Malaysia, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom and United States. Certain South African BHP shareholders may also validly elect to receive Woodside shares in accordance with the instructions previously announced on 8 April 2022.

BHP shareholders with a registered address in any other jurisdiction will generally be ‘Ineligible Overseas Shareholders’ and instead have their entitlements transferred to a sale agent to be sold in a sale facility. Proceeds are expected to be remitted to them within 12 weeks of completion of the Merger.
Eligible small BHP shareholders holding 1,000 ordinary BHP shares or UK depositary interests or less may also elect to have the Woodside shares they are entitled to receive sold by the sale agent under the sale facility, with payments also expected within 12 weeks of completion of the Merger.

Rounding of entitlements
BHP shareholders will be entitled to a whole number of Woodside shares, with any entitlement to a fraction of a Woodside share being rounded down to the nearest whole share. This includes BHP UK depositary interest holders and shareholders on the BHP South African branch share register.
The arrangements governing the BHP ADS and the BHP Corporate Sponsored Nominee Facility contemplate rounding of entitlements, and the rounding of the in specie dividend will occur according to the terms and conditions of those arrangements.

The Board of BHP Group (BHP) has determined to pay to BHP shareholders an in specie dividend in the form of Woodside Petroleum Ltd (Woodside) shares in connection with the merger of BHP’s oil and gas portfolio with Woodside (Merger).

The in specie dividend is scheduled to be paid on ¹ June 2022 and will be fully franked.

BHP shareholders’ entitlement to, and the payment of, the in specie dividend is subject to completion of the Merger.

BHP will receive 914,768,948 Woodside ordinary shares as part of the Merger. Eligible BHP shareholders will receive one newly issued Woodside share for every 5.5340 BHP shares they hold at the close of business on 26 May 2022 (Record Date). Holders of BHP American depositary shares (ADSs) will be entitled to receive one Woodside ADS for every 2.7670 BHP ADS they hold at the Record Date (with each Woodside ADS representing one Woodside share), subject to payment of taxes and applicable fees and expenses.

BHP ADS holders should note that the BHP ADSs will trade with “due bills” from the opening of business in New York on 25 May 2022 until 2 June 2022. BHP ADSs trading with due bills carry the right to receive the Woodside ADSs distributed in connection with the Merger. Exdividend trading in the BHP ADSs will commence at the opening of business in New York on 2 June 2022.

The BHP Dividend Reinvestment Plan will not operate in respect of the in specie dividend.

Eligibility to receive Woodside shares and related sale facility
BHP shareholders will be eligible to receive the in specie dividend in the form of Woodside shares if their address on the BHP register is in one of the following jurisdictions: Australia, Canada, Chile, France, Germany, Ireland, Italy, Japan, Jersey, Luxembourg, Malaysia, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom and United States. Certain South African BHP shareholders may also validly elect to receive Woodside shares in accordance with the instructions previously announced on 8 April 2022.

BHP shareholders with a registered address in any other jurisdiction will generally be ‘Ineligible Overseas Shareholders’ and instead have their entitlements transferred to a sale agent to be sold in a sale facility. Proceeds are expected to be remitted to them within 12 weeks of completion of the Merger.
Eligible small BHP shareholders holding 1,000 ordinary BHP shares or UK depositary interests or less may also elect to have the Woodside shares they are entitled to receive sold by the sale agent under the sale facility, with payments also expected within 12 weeks of completion of the Merger.

Rounding of entitlements
BHP shareholders will be entitled to a whole number of Woodside shares, with any entitlement to a fraction of a Woodside share being rounded down to the nearest whole share. This includes BHP UK depositary interest holders and shareholders on the BHP South African branch share register.
The arrangements governing the BHP ADS and the BHP Corporate Sponsored Nominee Facility contemplate rounding of entitlements, and the rounding of the in specie dividend will occur according to the terms and conditions of those arrangements.

Further information and key dates

All dates and times may be subject to change without notice or consultation.

Shareholders should contact Computershare or their nominee or broker for further information regarding the dividend, their eligibility and the expected rounding treatment.

¹ This is also the last date on which BHP shareholders can reposition securities between the Australian principal share register, BHP DI register and BHP South African branch share register. The ability to reposition BHP securities between the Australian principal share register, BHP DI register and BHP South African branch share register, will recommence starting on Friday, 27 May 2022 in each applicable jurisdiction. The last date on which holders of BHP ADSs will be permitted to surrender their BHP ADSs and withdraw the BHP shares that their surrendered BHP ADSs represent is expected to be Friday 20 May 2022 (EDT). The BHP ADS depositary is expected to recommence permitting cancellations and withdrawals of BHP ADSs from 5:00pm Monday, 6 June 2022 (EDT).

² This announcement provides details regarding the placement of “due bills” for trading of the BHP ADSs on the NYSE, the date on which the BHP ADS depositary is expected to recommence permitting cancellations and withdrawals of BHP ADSs and the date on which BHP ADSs will commence trading on an “ex-dividend” basis, which revises the corresponding information set out in exchange announcement published on 8 April 2022.

³ The NYSE has advised that the BHP ADSs will trade with “due bills” from the opening of business one day before the ADS Record Date through close of business on the completion date. Accordingly, holders of BHP ADSs who sell their BHP ADSs on or before the payment date will not be entitled to receive the in-specie dividend thereon.

⁴ This is the first date on which BHP shareholders can trade the Woodside shares (or interests therein) that have been distributed to them.