Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 26 2021 - 6:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
November 25, 2021
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BHP GROUP LIMITED
(ABN 49 004 028 077)
(Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA
(Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE,
VICTORIA 3000 AUSTRALIA
(Address of principal executive offices)
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BHP GROUP PLC
(REG. NO. 3196209)
(Exact
name of Registrant as specified in its charter)
ENGLAND AND WALES
(Jurisdiction of incorporation or organisation)
NOVA SOUTH, 160 VICTORIA STREET
LONDON, SW1E 5LB
UNITED
KINGDOM
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form
40-F: ☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): n/a
BHP GROUP PLC and BHP GROUP LIMITED
Notification and public disclosure of transactions by
Persons Discharging Managerial Responsibilities
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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Mike Henry
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2
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Reason for the notification
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a)
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Position/status
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PDMR (Chief Executive Officer)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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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.
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a)
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Description of the financial instrument, type of instrument
Identification code
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This notification is in respect of the grant of the following awards to the Chief Executive Officer under the Groups
incentive plans: (i) Cash and Deferred Plan Awards that vest after two-years; (ii) Cash and Deferred Plan Awards that vest after five-years; and (iii) Long Term Incentive Plan Awards.
Each award 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: N/A
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b)
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Nature of the transaction
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1. The award of 107,183 Long Term Incentive Plan Awards (rights to receive
ordinary shares of BHP Group Limited).
2. The award of 49,304 Cash and Deferred Plan Awards (rights
to receive ordinary shares of BHP Group Limited) that vest in two years.
3. The award of 49,304 Cash
and Deferred Plan Awards (rights to receive ordinary shares of BHP Group Limited) that vest in five years.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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1. Nil
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107,183
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2. Nil
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49,304
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3. Nil
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49,304
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d)
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Aggregated information
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N/A
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- Aggregated volume
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- Price
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e)
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Date of the transaction
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1. 2021-11-23
2. 2021-11-23
3. 2021-11-23
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f)
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Place of the transaction
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1. Outside a trading venue
2. Outside a trading venue
3. Outside a trading venue
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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David Lamont
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2
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Reason for the notification
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a)
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Position/status
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PDMR (Chief Financial Officer)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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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.
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a)
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Description of the financial instrument, type of instrument
Identification code
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This notification is in respect of the grant of the following awards to the Chief Financial Officer under the Groups
incentive plans: (i) Cash and Deferred Plan Awards that vest after two-years; (ii) Cash and Deferred Plan Awards that vest after five-years; and (iii) Long Term Incentive Plan Awards.
Each award 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: N/A
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b)
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Nature of the transaction
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1. The award of 52,409 Long Term Incentive Plan Awards (rights to receive
ordinary shares of BHP Group Limited).
2. The award of 16,072 Cash and Deferred Plan Awards (rights
to receive ordinary shares of BHP Group Limited) that vest in two years.
3. The award of 16,072 Cash
and Deferred Plan Awards (rights to receive ordinary shares of BHP Group Limited) that vest in five years.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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1. Nil
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52,409
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2. Nil
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16,072
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3. Nil
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16,072
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d)
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Aggregated information
- Aggregated volume
- Price
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N/A
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e)
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Date of the transaction
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1. 2021-11-23
2. 2021-11-23
3. 2021-11-23
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f)
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Place of the transaction
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1. Outside a trading venue
2. Outside a trading venue
3. Outside a trading venue
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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Edgar Basto-Baez
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2
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Reason for the notification
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a)
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Position/status
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PDMR (President Minerals Australia)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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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.
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a)
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Description of the financial instrument, type of instrument
Identification code
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This notification is in respect of the grant of the following awards to the President Minerals Australia under the Groups
incentive plans: (i) Cash and Deferred Plan Awards that vest after two-years; (ii) Cash and Deferred Plan Awards that vest after five-years; and (iii) Long Term Incentive Plan Awards.
Each award 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: N/A
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b)
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Nature of the transaction
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1. The award of 52,409 Long Term Incentive Plan awards (rights to receive
ordinary shares of BHP Group Limited).
2. The award of 27,312 Cash and Deferred Plan Awards (rights
to receive ordinary shares of BHP Group Limited) that vest in two years.
3. The award of 27,312 Cash
and Deferred Plan Awards (rights to receive ordinary shares of BHP Group Limited) that vest in five years.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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1. Nil
2. Nil
3. Nil
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52,409
27,312
27,312
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d)
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Aggregated information
- Aggregated volume
- Price
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N/A
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e)
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Date of the transaction
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1. 2021-11-23
2. 2021-11-23
3. 2021-11-23
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f)
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Place of the transaction
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Outside a trading venue
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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John Udd
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2
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Reason for the notification
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a)
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Position/status
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PDMR (President Minerals Americas)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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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.
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a)
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Description of the financial instrument, type of instrument
Identification code
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This notification is in respect of the grant of the following awards to the President Minerals Americas under the Groups
incentive plans: (i) Cash and Deferred Plan Awards that vest after two-years; (ii) Cash and Deferred Plan Awards that vest after five-years; and (iii) Long Term Incentive Plan Awards.
Each award 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: N/A
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b)
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Nature of the transaction
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1. The award of 46,892 Long Term Incentive Plan awards (rights to receive
ordinary shares of BHP Group Limited).
2. The award of 16,434 Cash and Deferred Plan Awards (rights
to receive ordinary shares of BHP Group Limited) that vest in two years.
3. The award of 16,434 Cash
and Deferred Plan Awards (rights to receive ordinary shares of BHP Group Limited) that vest in five years.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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1. Nil
2. Nil
3. Nil
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46,892
16,434
16,434
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d)
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Aggregated information
- Aggregated volume
- Price
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N/A
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e)
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Date of the transaction
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1. 2021-11-23
2. 2021-11-23
3. 2021-11-23
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f)
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Place of the transaction
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1. Outside a trading venue
2. Outside a trading venue
3. Outside a trading venue
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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Geraldine Slattery
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2
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Reason for the notification
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a)
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Position/status
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PDMR (President Petroleum)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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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.
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a)
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Description of the financial instrument, type of instrument
Identification code
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This notification is in respect of the grant of the following awards to the President Petroleum under the Groups incentive
plans: (i) Cash and Deferred Plan Awards that vest after two-years; (ii) Cash and Deferred Plan Awards that vest after five-years; and (iii) Long Term Incentive Plan Awards.
Each award 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: N/A
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b)
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Nature of the transaction
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1. The award of 46,892 Long Term Incentive Plan awards (rights to receive
ordinary shares of BHP Group Limited).
2. The award of 25,219 Cash and Deferred Plan Awards (rights
to receive ordinary shares of BHP Group Limited) that vest in two years.
3. The award of 25,219 Cash
and Deferred Plan Awards (rights to receive ordinary shares of BHP Group Limited) that vest in five years.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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1. Nil
2. Nil
3. Nil
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46,892
25,219
25,219
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d)
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Aggregated information
- Aggregated volume
- Price
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N/A
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e)
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Date of the transaction
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1. 2021-11-23
2. 2021-11-23
3. 2021-11-23
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f)
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Place of the transaction
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1. Outside a trading venue
2. Outside a trading venue
3. Outside a trading venue
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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BHP Group Limited and BHP Group Plc
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Date: November 25, 2021
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By:
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/s/ Stefanie Wilkinson
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Name:
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Stefanie Wilkinson
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Title:
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Group Company Secretary
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