BHP GROUP PLC - Final Directors Interest Notice

Final Director’s Interest Notice

BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91

7 January 2020

  Retirement of Andrew Mackenzie as Chief Executive Officer and Executive Director

Andrew Mackenzie retired as Chief Executive Officer and Executive Director of BHP Group
Limited and BHP Group Plc on 31 December 2019.

                                      ASX Listing Rules Appendix 3Z
                                      Final Director’s Interest Notice

  Name of entities               BHP Group Limited                       BHP Group Plc
                                 ABN 49 004 028 077                      REG NO 3196209

We (the entities) give the ASX the following information under listing rule 3.19A.3 and as
agent for the Director for the purposes of section 205G of the Australian Corporations Act.

  Name of director                                      Andrew Mackenzie
  Date of last notice                                   22 November 2019
  Date that director ceased to be
                                                        31 December 2019
  director


Part 1 – Director’s relevant interests in securities of which the director is the
registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust


 Number & class of securities
 N/A

Part 2 – Director’s relevant interests in securities of which the director is not the
registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 Name of holder & nature of interest                    Number & class of securities

 1. Pershing Nominees held jointly by                   1. 266,205 ordinary shares in BHP Group Plc
 Andrew Mackenzie and Elizabeth
 Mackenzie, of which Andrew
 Mackenzie is a beneficiary.

 2. Pershing Nominees held jointly by                   2. 125,228 ordinary shares in BHP Group
 Andrew Mackenzie and Elizabeth                         Limited
 Mackenzie, of which Andrew
 Mackenzie is a beneficiary.

 3. Maximum number of unvested                          3. 1,640,452
 Performance Shares (ordinary shares
 of BHP Group Limited) under the Long
 Term Incentive Plan as at the date of
 this notice.
 As at 31 March 2020, the date of
 Andrew’s Mackenzie’s retirement, the
 current maximum number of unvested
 Performance Shares will be reduced
 from 1,640,452 to a maximum of
 936,656 retained unvested
 Performance Shares to reflect the
 period of elapsed employment service
 in relation to each grant (and 703,796
 Performance Shares will lapse).
 936,656 will then be the maximum
 number of Performance Shares that
 may vest – the actual number of
 Performance Shares that will vest will
 depend on the satisfaction of the
 applicable relative total shareholder
 return performance hurdle. If the
 performance hurdle is met the
 Remuneration Committee also
 conducts a holistic performance review
 at vesting time and has an overriding
 discretion under the Long Term
 Incentive Plan rules to reduce the
 number of Performance Shares that
 vest. Accordingly, the vesting outcome
 and the number of Performance
 Shares that will vest is unknown at this
 time.

 4. Deferred Shares (ordinary shares in
 BHP Group Limited) under the Short          4. 77,906
 Term Incentive Plan.


Part 3 – Director’s interests in contracts

 Detail of contract                          Nil
 Nature of interest                          N/A
 Name of registered holder                   N/A
 (if issued securities)
 No. and class of securities to which        N/A
 interest relates

Part 4 – Contact details

 Name of authorised officers                 Rachel Agnew
 responsible for making this
 notification on behalf of the entities
 Contact details                             Rachel Agnew   Tel:   +61 3 9609 3730
                                                            Fax:   +61 3 9611 1044
      
 ANDREW MACKENZIE: SECTION 430 (2B) COMPANIES ACT 2006 STATEMENT


BHP Group Limited and BHP Group Plc (collectively, “BHP”) confirm that Andrew Mackenzie
retired as an Executive Director of the Company on 31 December 2019. The following
information is provided in accordance with section 430 (2B) of the UK Companies Act 2006:

BHP's Remuneration Report for the financial year ending 30 June 2020 will include the
remuneration earned by Mr Mackenzie during the financial year ending 30 June 2020 in
respect of his appointment as Chief Executive Officer and Executive Director of BHP.



Sponsor: UBS South Africa (Pty) Limited

Date: 07-01-2020 02:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.