Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
13 Dicembre 2023 - 9:24PM
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
December 13, 2023
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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8 November 2023 |
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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Indirect |
Nature of indirect interest (including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest. |
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410,001 ordinary shares in BHP Group Limited, with 325,330 held by HSBC Bank Australia in a shareholder account
of which Mike Henry is the sole beneficiary and 84,671 held by HSBC Security Services Asia Pac in a shareholder account of which Mike Henry is the sole beneficiary. |
Date of change |
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8 December 2023
(sale) 12 December 2023 (transfers) |
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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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No. of securities held prior to change |
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Ordinary
shares: 804,761 ordinary shares in BHP Group Limited.
Options and other rights: 693,358 maximum number of Long
Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan).
279,820 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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N/A |
Number disposed |
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394,760 ordinary shares in BHP Group Limited. |
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation |
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On-market sale of 394,760 in BHP Group Limited at AUD $47.55 per share.
Re-organisation of remaining holdings by transferring 325,330 to HSBC Bank Australia in a shareholder account of which
Mike Henry is the sole beneficiary and transferring 84,671 to HSBC Security Services Asia Pac in a shareholder account of which Mike Henry is the sole beneficiary. |
No. of securities held after change |
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Ordinary
shares: 410,001 ordinary shares in BHP Group Limited.
Options and other rights: 693,358 maximum number of Long
Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan).
279,820 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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Changes in relation to a marital divorce, including reorganisation of holdings. |
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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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N/A |
Nature of interest |
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N/A |
Name of registered holder
(if issued securities) |
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N/A |
Date of change |
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N/A |
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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N/A |
Interest acquired |
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N/A |
Interest disposed |
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N/A |
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated
valuation |
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N/A |
Interest after change |
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N/A |
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 entities |
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Stefanie
Wilkinson Group Company Secretary |
Contact details |
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Stefanie
Wilkinson T +61 3 9609 3333 |
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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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BHP GROUP LIMITED
Notification and public disclosure of transactions by
Persons Discharging Managerial Responsibilities
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This notification relates to changes in the interests in ordinary shares in BHP Group Limited of Mike Henry,
Chief Executive Officer of BHP Group Limited and a person discharging managerial responsibilities, in connection with a marital divorce. |
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The transactions include: |
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an on-market sale of 394,760 ordinary shares in BHP Group Limited at AUD
$47.55 per ordinary share; |
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a re-organisation of Mr Henrys remaining holdings by transferring
325,330 to HSBC Bank Australia in a shareholder account of which Mike Henry is the sole beneficiary and transferring 84,671 to HSBC Security Services Asia Pac in a shareholder account of which Mike Henry is the sole beneficiary.
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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 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 |
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BHP Group Limited ordinary shares |
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Identification code |
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ISIN: AU000000BHP4 |
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b) |
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Nature of the
transaction |
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Sale of 394,760 ordinary shares in BHP Group Limited |
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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AUD $47.55 |
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394,760 |
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1
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d) |
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Aggregated information |
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Volume: 394,760 |
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- Aggregated volume |
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Price: AUD $47.55 |
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- Price |
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e) |
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Date of the transaction |
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2023-12-08 |
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f) |
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Place of the transaction |
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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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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 |
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Initial notification |
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notification/Amendment |
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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 |
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BHP Group Limited ordinary shares |
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Identification code |
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ISIN: AU000000BHP4 |
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b) |
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Nature of the transaction |
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Transfer of 325,330 ordinary shares in BHP Group Limited to HSBC Bank Australia in a shareholder account of which Mike Henry is
the sole beneficiary |
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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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nil |
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325,330 |
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d) |
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Aggregated information |
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- Aggregated volume |
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Volume: 325,330 Price: nil |
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- Price |
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e) |
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Date of the transaction |
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2023-12-12 |
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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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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 |
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Initial notification |
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notification/Amendment |
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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 |
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Depositary interests each representing one ordinary share in BHP Group Limited |
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Identification code |
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ISIN: AU000000BHP4 |
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b) |
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Nature of the transaction |
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Transfer of 84,671 depositary interests each representing one ordinary share in BHP Group Limited to HSBC Security Services Asia
Pac in a shareholder account of which Mike Henry is the sole beneficiary |
3
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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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nil |
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84,671 |
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d) |
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Aggregated information |
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- Aggregated volume |
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Volume: 84,671
Price: nil |
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- Price |
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e) |
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Date of the transaction |
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2023-12-12 |
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f) |
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Place of the transaction |
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Outside a trading venue |
4
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: December 13, 2023 |
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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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