Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
August 26 2022 - 6:42AM
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
August 26, 2022
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)
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
Appendix 3Y
Change of Directors Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of
Directors Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents
given to ASX become ASXs property and may be made public.
Introduced 30/09/01 Amended 01/01/11
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Name of entity |
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BHP Group Limited |
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ABN |
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49 004 028 077 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes
of section 205G of the Corporations Act.
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Name of Director |
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Mike Henry |
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Date of last notice |
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02 February 2022 |
Part 1 Change of directors relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of notifiable interest of a director should be
disclosed in this part.
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Direct or indirect interest |
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Direct |
Nature of indirect interest
(including registered holder) Note: Provide details of the
circumstances giving rise to the relevant interest. |
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Date of change |
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19 August 2022 and 23 August 2022 |
No. of securities held prior to change |
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Ordinary
shares: 521,592 ordinary shares in BHP Group Limited
Options and other rights: 791,486 maximum number of Long
Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan).
187,304 Cash and Deferred Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan). |
Class |
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Ordinary shares in BHP Group Limited |
Number acquired |
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262,368 ordinary shares in BHP Group Limited |
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+ See chapter 19 for defined terms. |
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01/01/2011 Appendix 3Y Page 1 |
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Appendix 3Y
Change of Directors Interest Notice
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Number disposed |
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123,356 ordinary shares in BHP Group Limited |
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation |
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Vest of 262,368 share awards for nil consideration.
On-market sale of 123,356 ordinary shares in BHP Group Limited at AUD $41.44 per
share. |
No. of securities held after change |
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Ordinary
shares: 660,604 ordinary shares in BHP Group Limited
Options and other rights: 573,466 maximum number of Long
Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan).
142,956 Cash and Deferred Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan). |
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
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The
acquisition of: 218,020
ordinary shares in BHP Group Limited following the vesting of share awards under the Long Term Incentive Plan; and
44,348 ordinary shares in BHP Group Limited following the vesting of share awards under the Cash
and Deferred Plan. The on-market sale of 123,356 ordinary shares in BHP Group
Limited in order to meet expected tax obligations arising from the vesting of share awards described above.
*The five-year performance period for the 2017 Long Term Incentive Plan ended on 30 June 2022. Mike Henrys 2017 Long Term Incentive Plan award comprised
218,020 awards (awarded prior to his appointment as CEO), subject to the achievement of the relative Total Shareholder Return performance conditions and any discretion applied by the Remuneration Committee. The performance against the Total
Shareholder Return conditions resulted in 100 per cent of the awards vesting. Further detail in respect of the 2017 Long Term Incentive Plan awards is provided in BHPs Remuneration Report released on 16 August 2022. |
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+ See chapter 19 for defined terms. |
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Appendix 3Y Page 2 |
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01/01/2011 |
Appendix 3Y
Change of Directors Interest Notice
Part 2 Change of directors
interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of notifiable
interest of a director should be disclosed in this part.
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Detail of contract |
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- |
Nature of interest |
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- |
Name of registered holder
(if issued securities) |
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- |
Date of change |
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- |
No. and class of securities to which interest related prior to
change Note: Details are only required for a contract in relation to which the interest has changed |
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Interest acquired |
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- |
Interest disposed |
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- |
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated valuation |
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Interest after change |
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- |
Part 3 +Closed period
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Were the interests in the securities or contracts detailed above
traded during a + closed period where prior written clearance was required? |
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No |
If so, was prior written clearance provided to allow the trade
to proceed during this period? |
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N/A |
If prior written clearance was provided, on what date was this
provided? |
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N/A |
Part 4 Contact details
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Name of authorised officers responsible for making this
notification on behalf of the entities |
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Stefanie
Wilkinson Group Company Secretary |
Contact details |
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Stefanie
Wilkinson T + 61 3 9609 2153 T + 61 3 9609 3500 |
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+ See chapter 19 for defined terms. |
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01/01/2011 Appendix 3Y Page 3 |
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26 August 2022
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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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 Limited |
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b) |
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LEI |
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WZE1WSENV6JSZFK0JC28 |
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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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BHP Group Limited ordinary shares
ISIN: AU000000BHP4 |
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b) |
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Nature of the transaction |
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1. The acquisition of 28,245 ordinary shares in BHP Group Limited following the vesting of share awards under
the Management Award Plan and 3,404 ordinary shares in BHP Group Limited following the vesting of uplift share awards under the Management Award Plan.
2. The on-market sale of 14,881 ordinary shares in BHP Group Limited in order to meet expected tax obligations
arising from the transactions described in 1. |
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c) |
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Price(s) and volume(s) |
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Transaction |
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Price |
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Volume |
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1 |
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Nil |
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31,649 |
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2 |
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AUD $41.44 |
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14,881 |
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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. 2022-08-19
2. 2022-08-23 |
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f) |
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Place of the transaction |
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1. Outside a trading venue
2. Australian Securities Exchange (ASX) |
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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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b) |
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Position/status |
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PDMR (Chief Executive Officer) |
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c) |
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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 Limited |
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b) |
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LEI |
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WZE1WSENV6JSZFK0JC28 |
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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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BHP Group Limited ordinary shares
ISIN: AU000000BHP4 |
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b) |
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Nature of the transaction |
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1. The acquisition of 218,020 ordinary shares in BHP Group Limited following the vesting of share awards under
the Long Term Incentive Plan and 44,348 ordinary shares in BHP Group Limited following the vesting of share awards under the Cash and Deferred Plan.
2. The on-market sale of 123,356 ordinary shares in BHP Group Limited in order to meet expected tax obligations
arising from the transactions described in 1. |
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c) |
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Price(s) and volume(s) |
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Transaction |
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Price |
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Volume |
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1 |
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Nil |
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262,368 |
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2 |
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AUD $41.44 |
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123,356 |
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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. 2022-08-19
2. 2022-08-23 |
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f) |
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Place of the transaction |
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1. Outside a trading venue
2. Australian Securities Exchange (ASX) |
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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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b) |
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Position/status |
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PDMR (Chief Financial Officer) |
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c) |
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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 Limited |
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b) |
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LEI |
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WZE1WSENV6JSZFK0JC28 |
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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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BHP Group Limited ordinary shares
ISIN: AU000000BHP4 |
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b) |
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Nature of the transaction |
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The acquisition of 79,890 ordinary shares (including 8,592 additional uplift awards allocated as part of the merger of BHPs
Petroleum business with Woodside) in BHP Group Limited following the vesting of sign-on performance share awards granted when David Lamont joined BHP as Chief Financial Officer. |
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c) |
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Price(s) and volume(s) |
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Transaction |
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Price |
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Volume |
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1 |
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Nil |
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79,890 |
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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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2022-08-19 |
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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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Geraldine Slattery (President Petroleum from 1 July 2021 to 31 May 2022 and Senior Executive Officer from 1 June to 30 June
2022) |
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2 |
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Reason for the notification |
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b) |
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Position/status |
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PDMR (Senior Executive Officer) |
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c) |
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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 Limited |
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b) |
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LEI |
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WZE1WSENV6JSZFK0JC28 |
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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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BHP Group Limited ordinary shares
ISIN: AU000000BHP4 |
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b) |
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Nature of the transaction |
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1. The acquisition of 28,527 ordinary shares in BHP Group Limited following the vesting of share awards under
the Management Award Plan, the acquisition of 25,490 ordinary shares in BHP Group Limited following the vesting of share awards under the Cash and Deferred Plan, the acquisition of ordinary shares in BHP Group Limited following the vesting of 3,438
uplift share awards under the Management Award Plan and the acquisition of 3,072 ordinary shares in BHP Group Limited following the vesting of uplift share awards under the Cash and Deferred Plan.
2. The on-market sale of 23,821 ordinary
shares in BHP Group Limited in order to meet expected tax obligations arising from the transactions described in 1. |
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c) |
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Price(s) and volume(s) |
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Transaction |
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Price |
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Volume |
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1 |
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Nil |
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60,527 |
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2 |
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AUD $41.44 |
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23,821 |
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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. 2022-08-19
2. 2022-08-23 |
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f) |
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Place of the transaction |
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1. Outside a trading venue
2. Australian Securities Exchange (ASX) |
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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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b) |
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Position/status |
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PDMR (President, Minerals Americas) |
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c) |
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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 Limited |
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b) |
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LEI |
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WZE1WSENV6JSZFK0JC28 |
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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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BHP Group Limited ordinary shares
ISIN: AU000000BHP4 |
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b) |
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Nature of the transaction |
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1. The acquisition of 21,231 ordinary shares in BHP Group Limited following the vesting of share awards under
the Management Award Plan and the acquisition of 2,559 ordinary shares in BHP Group Limited following the vesting of uplift share awards under the Management Award Plan.
2.Theon-market sale of 11,186 ordinary shares in BHP Group Limited in order to meet expected tax obligations arising
from the transactions described in 1. |
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c) |
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Price(s) and volume(s) |
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Transaction |
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Price |
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Volume |
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1 |
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Nil |
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23,790 |
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2 |
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AUD $41.44 |
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11,186 |
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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. 2022-08-19
2. 2022-08-23 |
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f) |
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Place of the transaction |
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1. Outside a trading venue
2. Australian Securities Exchange (ASX) |
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 |
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Date: August 26, 2022 |
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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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