Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

Filed by Woodside Energy Group Limited

Pursuant to Rule 425 of the Securities Act of 1933

Subject Company: BHP Group Ltd (Commission File No.: 001-09526)

LOGO

Woodside Petroleum Ltd.

ACN 004 898 962

Mia Yellagonga

11 Mount Street

Perth WA 6000

Australia

T +61 8 9348 4000

www.woodside.com.au

ASX: WPL

OTC: WOPEY

Announcement

Thursday, 19 May 2022

WOODSIDE SHAREHOLDERS APPROVE MERGER

Woodside shareholders voted to approve the proposed merger (the Merger) with the petroleum business of BHP Group Limited at today’s Annual General Meeting. 98.66% of the votes submitted were in favour of the Merger.

All conditions precedent necessary to implement the Merger that require a positive action or event in order to be satisfied have now been satisfied or waived.¹

Woodside expects completion of the Merger to occur on 1 June 2022. The new Woodside shares to be issued to or for the benefit of BHP shareholders are expected to commence trading on the Australian Securities Exchange (ASX) on 2 June 2022.

Trading of Woodside American Depositary Shares on the New York Stock Exchange is expected to commence on 2 June 2022. Trading of Woodside shares on the Main Market for listed securities of the London Stock Exchange is expected to commence on 6 June 2022.

Resolutions 2, 3(a), 3(b), 3(c), 3(d), 4, 5, 6, 7, 8 and 9 put to the meeting were carried. Resolution 10(a) was not carried and accordingly resolutions 10(b), 10(c) and 10(d) were not put to the meeting as they were conditional on resolution 10(a) being passed. Following is information on the voting outcome in respect of each resolution put to the meeting:


Item 2	Approval of the BHP Petroleum Merger	For	550,920,381	98.66	%
		Against	7,490,163	1.34	%
		Abstain	1,449,841
Item 3(a)	Re-election of Dr Sarah Ryan as a Director	For	543,719,203	97.48	%
		Against	14,042,476	2.52	%
		Abstain	2,036,892
Item 3(b)	Re-election of Ms Ann Pickard as a Director	For	547,005,682	98.08	%
Item 3(b)	Re-election of Ms Ann Pickard as a Director	Against	10,710,649	1.92	%
		Abstain	2,084,240

¹	The Merger remains subject to certain conditions precedent that, in the absence of an unforeseen event, will be deemed to be satisfied on or before 31 May 2022.

Page 1 of 5


Item 3(c)	Re-election of Mr Frank Cooper as a Director	For	541,104,917	97.03	%
		Against	16,568,702	2.97	%
		Abstain	2,124,285
Item 3(d)	Re-election of Mr Ben Wyatt as a Director	For	555,927,864	99.74	%
		Against	1,465,392	0.26	%
		Abstain	2,429,871
Item 4	Adoption of Remuneration Report	For	531,075,843	95.39	%
		Against	25,680,559	4.61	%
		Abstain	2,645,842
Item 5	Approval of Grant of Executive Incentive Scheme Awards to CEO & Managing Director	For	537,738,502	96.60	%
		Against	18,915,756	3.40	%
		Abstain	3,030,518
Item 6	Reinsertion of proportional takeover provisions	For	552,687,022	99.18	%
		Against	4,588,315	0.82	%
		Abstain	2,513,648
Item 7	Change of Company Name	For	555,452,971	99.64	%
		Against	2,015,042	0.36	%
		Abstain	2,343,108
Item 8	Change of External Auditor	For	555,444,883	99.69	%
		Against	1,713,289	0.31	%
		Abstain	2,657,703
Item 9	Adoption of Climate Report	For	281,694,608	51.03	%
		Against	270,274,921	48.97	%
		Abstain	7,819,775
Item 10(a)	Amendment to the Constitution requisitioned by a group of shareholders	For	34,563,853	6.43	%
		Against	503,187,977	93.57	%
		Abstain	21,465,564

Further information, as required by section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2, is attached.

Contacts:

INVESTORS

Damien Gare

W: +61 8 9348 4421

M: +61 417 111 697

E: investor@woodside.com.au

MEDIA

Christine Forster

M: +61 484 112 469

E: christine.forster@woodside.com.au

This announcement was approved and authorised for release by Woodside’s Disclosure Committee.

Page 2 of 5

Important additional information in respect of US securities law

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.

In connection with the proposed Merger, Woodside has filed the Registration Statement (File No. 333-264268) with the SEC to register the Woodside securities to be issued in connection with the proposed Merger (including a prospectus), which the SEC has declared effective. Woodside and BHP also plan to file other documents with the SEC regarding the proposed Merger. 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 MERGER (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT HAVE BEEN OR 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 PROPOSED MERGER. Shareholders will be able to obtain free copies of the Registration Statement, prospectus and other documents containing important information about Woodside and BHP once those documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents may also be obtained from Woodside and BHP without charge.

Page 3 of 5

WOODSIDE PETROLEUM LTD 2022 ANNUAL GENERAL MEETING – VOTING RESULTS

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.


Resolution details			Instructions given to validly appointed proxies (as at proxy close)								Direct votes (as at close of direct voting)						Number of votes cast on the poll (where applicable)				Resolution result
Resolution	Resolution type		For		Against		At the proxy’s discretion		Abstain		For		Against		Abstain		For	Against	Abstain*		Carried / Not carried
2 Approval of the BHP Petroleum Merger		Ordinary		472,168,743		6,879,915		5,310,114		1,318,217		23,098,932		597,610		129,760	550,920,381 98.66%	7,490,163 1.34%		1,449,841		Carried
3(a) Re-election of Dr Sarah Ryan as a Director		Ordinary		465,702,051		13,049,174		5,432,674		1,353,398		22,260,806		978,915		668,370	543,719,203 97.48%	14,042,476 2.52%		2,036,892		Carried
3(b) Re-election of Ms Ann Pickard as a Director		Ordinary		470,369,404		8,381,368		5,428,417		1,358,108		22,294,567		905,921		709,603	547,005,682 98.08%	10,710,649 1.92%		2,084,240		Carried
3(c) Re-election of Mr Frank Cooper as a Director		Ordinary		464,414,975		14,315,293		5,432,756		1,374,273		22,323,353		850,474		736,264	541,104,917 97.03%	16,568,702 2.97%		2,124,285		Carried
3(d) Re-election of Mr Ben Wyatt as a Director		Ordinary		477,896,918		516,839		5,435,249		1,688,291		22,271,917		910,133		728,041	555,927,864 99.74%	1,465,392 0.26%		2,429,871		Carried
4 Adoption of Remuneration Report		Ordinary		457,382,259		21,185,695		5,444,486		1,501,223		19,718,670		2,739,180		1,087,343	531,075,843 95.39%	25,680,559 4.61%		2,645,842		Carried
5 Approval of Grant of Executive Incentive Scheme Awards to CEO & Managing Director		Ordinary		464,260,897		14,076,856		5,419,533		1,756,377		19,204,757		3,402,397		1,219,823	537,738,502 96.60%	18,915,756 3.40%		3,030,518		Carried

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Resolution details			Instructions given to validly appointed proxies (as at proxy close)								Direct votes (as at close of direct voting)						Number of votes cast on the poll (where applicable)				Resolution result
Resolution	Resolution type		For		Against		At the proxy’s discretion		Abstain		For		Against		Abstain		For	Against	Abstain*		Carried / Not carried
6 Reinsertion of proportional takeover provisions		Ordinary		474,957,487		3,713,283		5,450,193		1,416,334		22,010,776		878,096		1,017,219	552,687,022 99.18%	4,588,315 0.82%		2,513,648		Carried
7 Change of Company Name		Ordinary		478,415,731		233,081		5,482,291		1,406,194		21,236,568		1,758,948		914,575	555,452,971 99.64%	2,015,042 0.36%		2,343,108		Carried
8 Change of External Auditor		Ordinary		477,547,325		1,046,006		5,485,747		1,458,219		22,109,531		665,386		1,135,174	555,444,883 99.69%	1,713,289 0.31%		2,657,703		Carried
9 Adoption of Climate Report		Ordinary		250,024,445		223,466,694		5,454,971		6,585,310		21,102,314		1,633,511		1,170,266	281,694,608 51.03%	270,274,921 48.97%		7,819,775		Carried
10(a) Amendment to the Constitution		Special		22,506,553		438,098,543		5,401,558		18,985,615		2,177,925		20,755,505		976,661	34,563,853 6.43%	503,187,977 93.57%		21,465,564		Not carried
10(b) Contingent Resolution – Capital protection		Ordinary		68,844,355		395,344,245		5,394,401		15,403,391		2,327,266		20,695,049		887,776	Not applicable – item 10(b) was not required and was not put to the meeting as it was conditional on item 10(a) being passed
10(c) Contingent Resolution – Climate-related lobbying		Ordinary		58,326,495		401,372,913		5,387,270		19,899,714		2,267,109		20,840,105		802,877	Not applicable – item 10(c) was not required and was not put to the meeting as it was conditional on item 10(a) being passed
10(d) Contingent Resolution – Decommissioning		Ordinary		57,379,199		409,109,009		5,392,161		13,106,023		2,263,928		20,702,641		943,522	Not applicable – item 10(d) was not required and was not put to the meeting as it was conditional on item 10(a) being passed

*	Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll

Page 5 of 5

Forward-looking statements

This announcement contains forward-looking statements. The words ‘anticipate’, ‘believe’, ‘aim’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘target’, ‘plan’, ‘forecast’, ‘project’, ‘schedule’, ‘will’, ‘should’, ‘seek’ and other similar words or expressions are intended to identify forward-looking statements. These forward-looking statements are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Woodside, BHP and their respective related bodies corporate and affiliates (and each of their respective directors, officers, employees, partners, consultants, contractors, agents, advisers and representatives), and could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by those forward-looking statements or any projections or assumptions on which those statements are based.

The forward-looking statements are subject to risk factors, including those associated with the oil and gas industry as well as those in connection with the Transaction. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially, including but not limited to: price fluctuations, actual demand, currency fluctuations, geotechnical factors, drilling and production results, gas commercialisation, development progress, operating results, engineering estimates, reserve estimates, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial markets, conditions in various countries, approvals and cost estimates.

Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant uncertainty and disruption caused by the COVID-19 pandemic. Forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. These statements may assume the success of the Transaction, BHP’s oil and gas portfolio or Woodside’s business strategies, the success of which may not be realised within the period for which the forward-looking statements may have been prepared, or at all. No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to future matters contained in this presentation.

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