NEWS RELEASE

Update on BHP Petroleum and Woodside merger and share distribution information

BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered into a share sale agreement (SSA) for the merger of BHP's oil and gas portfolio with Woodside by an all-stock merger (Merger) on 22 November 2021. On completion of the Merger, the combined company is expected to have a high margin oil portfolio, long life LNG assets and the financial resilience to help supply the energy needed for global growth and development over the energy transition.

Woodside has today published an explanatory memorandum and notice of meeting for the Woodside shareholder vote scheduled for 19 May 2022. Woodside has also released the Independent Expert's Report prepared for Woodside shareholders, which has concluded that the Merger is in the best interests of Woodside shareholders, in the absence of a superior proposal.

This announcement contains information relevant for BHP shareholders in respect of the Merger and the proposed in specie dividend of Woodside ordinary shares (Woodside Shares) to BHP shareholders.

Merger continues to progress

Completion of the Merger is targeted for 1 June 2022 subject to conditions precedent being satisfied including:

·      approval by Woodside shareholders at the Woodside general meeting scheduled for 19 May 2022;

·   KPMG Corporate Finance (in its capacity as Woodside's independent expert) not changing its conclusion that the Merger is in the best interests of Woodside's shareholders; and

·        approval by the National Offshore Petroleum Titles Administrator (NOPTA).

All required regulatory and competition approvals have been obtained, other than the NOPTA approval which is expected prior to completion. If a condition precedent has not been satisfied or waived by 30 June 2022 either party may terminate the SSA, unless the parties agree to extend the deadline (which they must consider in good faith).

Woodside disclosure documents[1]

Woodside has today published an explanatory memorandum and notice of meeting for the Woodside shareholder vote to approve the Merger. The Woodside shareholder meeting is scheduled for 19 May 2022.

In addition, Woodside expects to publish the following documents in mid-April 2022:

·     United Kingdom prospectus (Woodside UK Prospectus), which has been produced in connection with Woodside's application for admission of all of its ordinary shares to the standard listing segment of the Official List and to trading on London Stock Exchange's (LSE) Main Market for listed securities; and

·     United States registration statement under the US Securities Act of 1933 (Woodside US Registration Statement) and Woodside has applied to list its American depositary shares representing Woodside Shares (Woodside ADSs) on the New York Stock Exchange (NYSE).

These documents include information on the Woodside Shares that are intended to be distributed to BHP shareholders in connection with the Merger via a BHP in specie dividend, and it is expected that they will be made available (once published) at https://www.woodside.com.au/investors/woodside-and-bhp-proposed-merger. The Woodside UK Prospectus is also expected to be submitted by Woodside to the UK National Storage Mechanism and available in due course at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In specie dividend of Woodside Shares to BHP shareholders

On completion, BHP is expected to receive 914,768,948 Woodside Shares as consideration for the sale of BHP Petroleum. BHP intends to determine a fully franked in specie dividend and distribute the Woodside Shares to BHP shareholders on the basis described below.

The dividend is expected to be paid on 1 June 2022 to each BHP shareholder on the BHP register[2] at the close of business on 26 May 2022 (Record Date). BHP shareholders will be entitled to a pro-rata share of the Woodside Shares received by BHP based on the number of BHP shares they hold on the BHP register on the Record Date.

The current estimate of the dividend entitlement is that BHP shareholders will receive one Woodside Share for every 5.5340 BHP shares. BHP shareholders will be entitled to a whole number of Woodside Shares, with any entitlement to a fraction of a Woodside Share that would have otherwise arisen being rounded down to the nearest whole number.

The rounding treatment in respect of shares held on behalf of BHP UK depositary interests (DIs) holders and shareholders on the BHP South African branch share register will be based directly on the DIs or shares held, respectively.

The arrangements governing the American depositary shares (each representing two fully paid BHP shares) (BHP ADS) and the BHP CSN Facility[3] contemplate rounding of entitlements, and the rounding of the in specie dividend will occur according to the terms and conditions of those arrangements respectively.

Based on Woodside's share price of US$25.55[4] at 6 April 2022, the implied value of BHP Petroleum is US$23.4 billion. At this valuation, which is subject to change, the in specie dividend would be US$4.62 with US$1.98 of franking credits being distributed per BHP share (US$10.0 billion of franking credits in total).[5]

Following payment of the dividend, BHP shareholders will receive their standard form of BHP dividend statement which will provide details of their specific entitlement to the in specie dividend.

The proposed in specie dividend will not be eligible for the BHP dividend reinvestment plan.

Eligibility to receive Woodside Shares

Most BHP shareholders will be eligible to receive the Woodside Shares distributed to them under the in specie dividend.

However, there are certain jurisdictions where the distribution of Woodside Shares by BHP is difficult or not permitted. BHP shareholders that have an address registered in the BHP register in these jurisdictions[6] will have the Woodside Shares to which they are entitled sold via a Sale Facility^[7], with the cash proceeds determined under the Sale Facility being remitted to them (Ineligible Overseas Shareholders).

BHP shareholders whose address is registered on the BHP register on the Record Date in one of the following jurisdictions (Eligible Shareholders) will be eligible to have the Woodside Shares distributed to them: Australia, Canada, Chile, France, Germany, Ireland, Italy, Japan, Jersey, Luxembourg, Malaysia, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom and United States. BHP shareholders with a registered address in all other jurisdictions will be Ineligible Overseas Shareholders (except certain South African BHP shareholders who validly elect to receive Woodside Shares, as described below).[8]^, [9]

Certain small BHP shareholders can also elect to participate in the Sale Facility and have the Woodside Shares to which they are entitled sold and the cash proceeds determined under the Sale Facility remitted to them (shareholders validly electing to do so being Selling Shareholders).

Cash payment between Woodside and BHP on completion

Separate to the receipt of Woodside Shares, on completion:

·    Woodside will make a cash payment to BHP of approximately US$830 million in relation to cash dividends paid by Woodside between the Merger effective date of 1 July 2021 and completion. This represents the cash dividend that would have been received by holders of the Woodside Shares issued pursuant to the Merger had they been on issue on and from the effective date.[10]

·    BHP will make a cash payment to Woodside for the net cash flow generated by BHP Petroleum between the Merger effective date of 1 July 2021 and completion (Locked Box Payment). From the effective date to 31 December 2021 only, this amounts to approximately US$900 million and the Locked Box Payment at completion will include the additional net cash flow generated by BHP Petroleum to the completion date. The Locked Box Payment will be reduced by the amount of cash remaining in BHP Petroleum at completion.

Where applicable, these amounts will be netted off.

Indicative timetable

Below are the indicative key target dates for completion and the in specie dividend.

All dates and times are indicative only and may be subject to change without notice or consultation.

Additional information and frequently asked shareholder questions

In what form will BHP shareholders receive Woodside Shares?

The table below describes in what form Eligible Shareholders (who are not Selling Shareholders) will receive the Woodside Shares and the subsequent confirmation they should receive regarding their Woodside shareholding.

Eligible Shareholders may not request to receive a different form of Woodside interests from what they will receive based on the table above and the manner and location of their BHP shareholding as at the Record Date (but may contact Woodside's share registry after completion to explore changing the form of their Woodside interest).

To what extent will BHP shareholders' information transfer to the Woodside share register?

It is intended that existing dividend currency elections, mandates to bank or building society accounts and global payment instruction given by BHP shareholders registered on the BHP Australian principal share register and on the BHP DI register (including the BHP CSN Facility) in relation to dividends paid by BHP, email addresses and instructions given to BHP in relation to notices and other communications, notings and any other binding instructions to the extent applicable, will continue to apply and will, as far as possible, be applied automatically to Woodside and the Woodside Shares which Eligible Shareholders receive, unless the BHP shareholder provides alternative instructions to the Woodside share registry after completion.

Australian Tax File Numbers (TFN), TFN exemptions or Australian Business Numbers (ABN) of BHP shareholders collected on behalf of BHP will not be communicated to Woodside and will not be carried over to apply to the Woodside Shares that BHP shareholders receive. Therefore, BHP shareholders that receive Woodside Shares under the in specie dividend should provide (and are expected to be prompted, on behalf of Woodside, for) their TFN, TFN exemption or ABN to Woodside after completion.

Woodside may be required to withhold tax (currently at the rate of 47%) on payments of dividends that are not fully franked and remit the amounts withheld to the Australian Taxation Office, unless BHP shareholders have provided a TFN, ABN or have informed Woodside that they are exempt from quoting your TFN or ABN (including because they are a non-Australian resident).

Which small BHP shareholders can participate in the Sale Facility?

Eligible Shareholders on the Record Date:

·    who are registered on the Australian principal share register and hold 1,000 BHP shares or less or on the BHP DI register and hold 1,000 BHP DIs or less[20] (Small Shareholder Threshold);

·       whose registered address in the Australian principal share register or BHP DI register is in any of Australia, Canada, Chile, France, Germany, Ireland, Japan, Jersey, Luxembourg, Malaysia, New Zealand, Norway, Spain, Sweden, Switzerland, United Arab Emirates and United Kingdom; and

·        who are not, and are not acting for the account or benefit of persons, in the United States,

(Eligible Small Shareholders), may elect to have all (and not some) of the Woodside Shares to which they would otherwise be entitled pursuant to the in specie dividend sold under the Sale Facility. Eligible Small Shareholders who validly elect to do so, will receive the cash proceeds determined under the Sale Facility free of any brokerage costs or stamp duty.

To participate in the Sale Facility, Eligible Small Shareholders must make a valid election. Eligible Small Shareholders that wish to participate in the Sale Facility should:[21]

·  if they hold their BHP shares on the BHP Australian principal share register, submit their Sale Facility election online at www.bhppetroleumsharefacility.com.au or return a physical Sale Facility Election Form to BHP's share registry by no later than 5:00pm on 24 May 2022 (AEST).[22] A physical Sale Facility Election Form can be requested by contacting the Shareholder Information Line on 1300 503 833 (within Australia) or +61 3 9415 4188 (international), Monday to Friday (excluding public holidays) between 8.30am to 7.30pm (AEST); or

·        if they hold their BHP DIs through the BHP CSN Facility, complete and return by post the Sale Facility Form, that was despatched by post to their registered address, by no later than 1:00pm on 26 May 2022 (BST); or

·        if they hold their BHP DIs in CREST, submit a Transfer to Escrow (TTE) instruction to settle by no later than 1:00pm on 31 May 2022 (BST) for the number of BHP DIs for which the dividend entitlement is to be sold. Further information for Eligible Small Shareholders wishing to make an election to participate in the Sale Facility through CREST is set out in Appendix 2 of this announcement.

How will the Sale Facility operate?

J.P. Morgan Securities Australia Limited or one of its affiliates (Sale Agent) will operate a Sale Facility. [23]

The Sale Agent will sell the Woodside Shares represented by the in specie dividend entitlement of:

·        Ineligible Overseas Shareholders; and

·        Eligible Small Shareholders who have validly elected to have their in specie dividend entitlement to Woodside Shares sold,

together with the aggregate of all Woodside Shares represented by the rounding treatment for the in specie dividend (described above).

The Sale Agent will sell these Woodside Shares on licensed markets operated by ASX or Cboe, unless BHP directs the Sale Agent to sell some or all of these Woodside Shares pursuant to a bookbuild process. BHP will determine whether to conduct a bookbuild process for some or all of the Woodside Shares subject to the Sale Facility, and the final price that shares will be sold through a bookbuild process. The market price of Woodside Shares and/or the price that may be realised from any bookbuild process is uncertain and subject to change from time to time. Up to date information on the market price of Woodside Shares can be found at www2.asx.com.au.

All proceeds realised from the sale of these Woodside Shares under the Sale Facility will be pooled so that each BHP shareholder participating in the Sale Facility will be entitled to an average price per Woodside Share sold. The amount of cash proceeds received by each BHP shareholder participating in the Sale Facility may be more or less than the actual price that is received by the Sale Agent for any specific Woodside Share sold. The proceeds under the Sale Facility from the sale of the Woodside Shares represented by the rounding treatment for the in specie dividend will be returned to BHP.

The proceeds determined under the Sale Facility will be remitted to BHP shareholders[24], as soon as practicable[25] after completion of the last sale under the Sale Facility, in the currency and the manner in which the Selling Shareholder is paid their BHP dividends, but, in the case of dematerialised BHP shareholders on the South African branch share register, in South African rand only.[26]

The proceeds from the Sale Facility will be remitted free of brokerage costs or stamp duty.

What happens to South African resident BHP shareholders?

Woodside is not listed on the Johannesburg Stock Exchange (JSE). Due to the Exchange Control Regulations 1961 of South Africa (SA Exchange Control Rules), South African residents may be prevented from holding shares in foreign incorporated companies that do not have a listing on the JSE.

As a result, each BHP shareholder that is a South African resident or holds the BHP shares through BHP's South African branch share register will be treated as an Ineligible Overseas Shareholder, unless the South African shareholder has confirmed to BHP that they have satisfied themselves that they are permitted to receive Woodside Shares or Woodside DIs (as applicable) without breaching any applicable laws or regulations (including, without limitation, the SA Exchange Control Rules) (Eligible SA Shareholder).

BHP shareholders:

·      who are dematerialised holders of BHP shares registered on the South African branch share register[27] must communicate to their CSDP (in accordance with the process and time periods agreed in their mandate with their CSDP) whether they wish to be nominated or not as an Eligible SA Shareholder. CSDP's must communicate that election to STRATE (Plc Nominees Proprietary Limited) before 1.00pm, Thursday, 26 May 2022 (SAST). If the CSDP for any reason fails to communicate any nomination by a dematerialised holder of BHP shares registered on BHP's South African branch share register to STRATE (Plc Nominees Proprietary Limited) by this deadline, they will be deemed not to be an Eligible SA Shareholder and will be considered an Ineligible Overseas Shareholder; or

·      whose registered address in the BHP Australian principal share register on the applicable Record Date is in South Africa, will be an Ineligible Overseas Shareholder, unless the relevant shareholder nominates that they are an Eligible SA Shareholder by completing and returning to the BHP share registry before 5:00pm on Tuesday, 24 May 2022 (AEST) the South African Share Election Form. This form can be requested by contacting the telephone numbers set out in the Shareholder Information Line section further below or by logging into www.investorcentre.com/au;[28] or

·     whose registered address on the BHP DI register on the applicable Record Date is in South Africa, will be an Ineligible Overseas Shareholder, unless the relevant BHP DI holder nominates that they are an Eligible SA Shareholder by completing and returning to the BHP share registry before 1:00pm on Tuesday, 31 May 2022 (BST) the South African Share Election Form which can be requested by contacting the telephone numbers set out in the Shareholder Information Line section further below.

By nominating as an Eligible SA Shareholder, the relevant BHP shareholder or BHP DI holder is confirming that the BHP shareholder is:

·      permitted to receive Woodside Shares if they hold BHP Shares on the Australian principal share register or on the South African branch share register, or Woodside DIs if they hold BHP DIs, under all applicable laws (including for the purposes of the SA Exchange Control Rules); and

·     requesting that Woodside Shares (registered on Woodside's Australian principal share register) or Woodside DIs (registered on Woodside's DI register) be distributed to them.

BHP does not take any responsibility in connection with a BHP shareholder's nomination to be an Eligible SA Shareholder, and each BHP shareholder nominating as an Eligible SA Shareholder must satisfy itself that they are permitted to receive Woodside Shares or Woodside DIs, including by seeking the advice of professional and legal advisers.[29]

What are the tax outcomes of the in specie dividend?

The tax outcomes of the in specie dividend for BHP shareholders are outlined in Appendix 1. It is recommended that shareholders seek their own specific taxation advice for their individual circumstances.

How does BHP Petroleum's balance sheet presented in the pro forma financial information in Woodside's explanatory memorandum compare to BHP's held for sale disclosure in the half year financial report?

The explanatory memorandum issued by Woodside today presents certain pro forma financial information in relation to BHP Petroleum, including a balance sheet as at 31 December 2021. The basis of preparation of this financial information differs, in certain respects, from the presentation of BHP Petroleum as held for sale in BHP's half year financial information for the same period.

The main differences between BHP Petroleum's balance sheet presented as part of Woodside's pro forma financial information contained in the Woodside explanatory memorandum and BHP's half year financial report are:

·      inclusion of intercompany and cash balances that were excluded from the BHP Petroleum net assets disclosed as 'held for sale' in BHP's half year financial report;

·        additional depreciation expense of approximately US$150 million, as depreciation has not been recognised by the BHP Group from the point in time that BHP Petroleum was classified as 'held for sale' following the signing of the SSA in November 2021; and

·    recognition of a US$210 million impairment charge in the BHP Petroleum balance sheet in the pro forma financial information for the combined group. This relates to the Ruby project and reflects revisions to estimated reserves resulting from technical analysis of well drilling results and performance following project completion in December 2021. This did not impact BHP's half year financial report as the Petroleum Assets were assessed in aggregate for impairment testing purposes.

What happens to BHP employees who currently participate in equity incentive plans?

BHP currently operates a number of equity incentive plans, including:

·    Short-term and long-term executive incentive plans, under which employees are granted rights to BHP shares, subject to meeting defined performance and/or service conditions; and

·     Shareplus, an all-employee share plan, through which employees contribute funds after tax to purchase BHP shares, and where they hold the purchased shares for a specified length of time and satisfy an employment condition, they will receive an allocation of matched shares at the end of the holding period.

If completion of the Merger occurs:

·        Employees who continue to be employed by BHP will not receive the in specie dividend in respect of any unvested equity award or matching entitlement, and the value of the underlying BHP share to which they will receive on vesting will be reduced as a result of the in specie dividend that has been determined. To treat BHP employees fairly and restore the value of the unvested equity awards to their pre-completion value, BHP will grant those employees with additional BHP equity awards on the same substantive terms as the original unvested incentive awards or matching entitlements.

·        Employees of BHP who will be employed by Woodside from completion and who are current participants holding unvested awards in:

-    Management Award Plan (MAP), BHP's applicable long-term executive equity incentive plan, will have all of their unvested equity awards lapse in full immediately prior to completion (with the exception of MAP awards which were due to vest in August 2022, which will have accelerated vesting applied). All unvested MAP awards which are lapsed will be replaced by Woodside via the issuance of replacement rights under Woodside's equity incentive plans.

-    Shareplus, will have matching of their acquired shares accelerated and they are expected to receive their applicable matched BHP shares around the completion date.

How can I get more information?

If you have any additional questions in relation to this announcement, please call the Shareholder Information Line on the numbers set out below.

Australian principal share register

·        1300 503 833 (within Australia) on weekdays between 8:30am and 7:30pm (AEST)

·        +61 3 9415 4188 (international) on weekdays between 8:30am and 7:30pm (AEST)

UK DI register

·        0344 472 7001 (within the United Kingdom) on weekdays between 8:30am and 5:30pm (BST)

·        +44 344 472 7001 (international) on weekdays between 8:30am and 5:30pm (BST)

South African branch share register

·        086 110 0922 (within South Africa) on weekdays between 8:00am and 4:30pm (SAST)

·        + 27 11 373 0033 (international) on weekdays between 8:00am and 4:30pm (SAST)

ADS Holders

·        Citibank Shareholder Services toll free @ 1-877-248-4237 ('877-CITI-ADR') in the United States on weekdays (excluding US holidays) between 08:30AM and 6:00 PM (EDT)

·        Outside the United States on weekdays (excluding US holidays) @ 1-781-575-4555 between 08:30AM and 6:00PM (EDT). 

Appendix 1: Tax outcomes for BHP shareholders

A summary of tax outcomes of the in specie dividend for certain BHP shareholders that are tax resident in Australia, the United States (US), the United Kingdom (UK) or South Africa are outlined below.

This summary is included for general information only and is not intended to be, nor should it be construed to be, legal or tax advice. It does not take into account the individual circumstances of any BHP shareholder and should not be relied upon by any BHP shareholder or any other person. Each BHP shareholder should obtain, and only rely upon, their own professional tax advice regarding the tax consequences of the in specie dividend and/or any acquisition, holding or disposal of Woodside Shares.

Scope of tax summary

Tax outcomes from the receipt of in specie dividend:

Tax outcomes from holding Woodside Shares

Tax outcomes from the disposal of Woodside Shares, including under the Sale Facility (if applicable):

Appendix 2: Instructions for Eligible Small Shareholders that are BHP DI holders to participate in the Sale Facility

·       For the purposes of facilitating an election via CREST, BHP DI holders will be credited as soon as practicable after 8:00 am on 27 May 2022 (BST) with one interim CREST entitlement for each BHP DI held in CREST at the Record Date for BHP DI holders. This interim CREST entitlement security will allow Eligible Small Shareholders who hold their BHP DIs in CREST to elect electronically through the CREST system, under the ISIN AU0000214561.

·      Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timing and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure all necessary actions are taken by you (or by your CREST sponsor) to ensure a TTE instruction relating to the sale of the Dividend Entitlement settles prior to 1:00pm (BST) on 31 May 2022. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Sale Facility is only available to BHP DI holders who meet the Small Shareholder Threshold.

·   To make an election in CREST, Eligible Small Shareholders who hold their BHP DIs in CREST should submit (or, if they are a CREST personal member, procure that their CREST sponsor gives) a TTE instruction, which must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

·        the number of interim CREST entitlements to be transferred to an escrow balance, representing the number of BHP DIs for which you wish to elect to sell the entitlement under the in specie dividend;

·        the interim CREST entitlement ISIN AU0000214561;

·        your Member Account ID;

·        your Participant ID;

·        Participant ID of the escrow agent, being 3RA33;

·        member account ID of the escrow agent, being BHPWPL01;

·     intended settlement date. This should be as soon as possible on or after 8:00am on 27 May 2022 and in any event no later than 1:00pm (BST) on 31 May 2022;

·        the Corporate Action Number. This is allocated by Euroclear and can be found by viewing the relevant Corporate Action details in CREST;

·        the Delivery Instruction with a priority of 80;

·        contact name and telephone number in the shared note field.

BHP DI holders who hold one or more parcels of BHP DIs as trustee or nominee for, or otherwise on account of, another person, may make separate elections in accordance with the election process in respect of each of those parcels. In order to make separate elections a CREST holder may use this Sale Facility by converting, at their own cost, their holdings of DIs into distinct CREST holdings prior to the Record Date and make a separate TTE instruction in respect of each such parcel of interim CREST entitlements.

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

Disclaimer and important notice

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 Merger. 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 Merger, 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.

Past performance and pro forma historical information is given for illustrative purposes only. Pro forma information is presented on a combined basis, without giving effect to any pro forma adjustments. It should not be relied on and is not indicative of future performance, including future security prices.

No offer or solicitation

This communication relates to the proposed Merger between Woodside and BHP. This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Merger or otherwise, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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. This communication should not be construed in any manner as a recommendation to any reader of this document.

Important additional information and where to find it

In connection with the proposed Merger and in specie dividend, Woodside intends to file with the US Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 (the "Registration Statement") to register the Woodside securities to be issued in connection with the proposed Merger and in specie dividend (including a prospectus therefor). Woodside and BHP also plan to file other documents with the SEC regarding the proposed Merger and in specie dividend. 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 Merger and in specie dividend. 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 AND IN SPECIE DIVIDEND (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WOODSIDE, BHP, THE PROPOSED MERGER AND IN SPECIE DIVIDEND. Shareholders will be able to obtain free copies of the Registration Statement, prospectus and other documents containing important information about Woodside and BHP once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of such documents may also be obtained from Woodside and BHP without charge.

Important information in certain jurisdictions

Canada: Woodside is not, and does not intend to become, a reporting issuer in Canada. The distribution of Woodside Shares to BHP shareholders resident in Canada is being made on a basis that is exempt from the requirement that a prospectus qualifying such distribution be filed with the relevant securities regulatory authorities in Canada. For so long as Woodside is not a reporting issuer in Canada, the transfer or resale of such Woodside Shares to, from or for the benefit or account of any person resident in Canada may only be made pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws. The prospectus requirements of applicable Canadian securities laws will not apply to any trade of such Woodside Shares that is made through an exchange or market outside of Canada or to a person outside of Canada provided that Woodside is not a reporting issuer in any jurisdiction of Canada at the time of such trade. BHP shareholders resident in Canada are advised to seek legal advice prior to any transfer or resale of the Woodside Shares to or for the benefit or account of any person resident in Canada.

France: The public is informed that the election for an Eligible Small Shareholder to participate in the Sale Facility, that constitutes a financial securities offer under the laws of France, does not give rise to a prospectus submitted for the approval of the Autorité des marchés financiers.

Germany: This announcement does not constitute a prospectus according to Regulation 2017/1129/EU of the European Parliament and of the Council ("EU Prospectus Regulation") and has been prepared on the basis that the transactions described in this announcement do not constitute a public offer within the meaning of the EU Prospectus Regulation. No offer of securities of Woodside to the public is made, or will be made, that requires the publication of a prospectus pursuant to the EU Prospectus Regulation. This announcement has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation.

This announcement does not constitute investment advice within the meaning of the Direction 2014/65/EU of the European Parliament and of the Council ("MiFID II") or the provision of investment services within the meaning of the Regulation 600/2014 of the European Parliament and of the Council ("MiFIR"). Neither BHP nor Woodside is an authorised investment firm within the meaning of MiFIR, and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this announcement.

Ireland: This announcement does not constitute a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland. No offer of securities of Woodside to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of section 1348 of the Companies Act 2014 of Ireland) in general, or in particular pursuant to the EU Prospectus Regulation. This document has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. This document does not constitute investment advice or the provision of investment services within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland or otherwise. Neither BHP nor Woodside is an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland, and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.

Italy: By reading this announcement, you agree to be bound by the following limitations and qualifications: (i) this announcement is only intended to provide information on the distribution by BHP to its shareholders of shares of Woodside; (ii) this announcement is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law; (iii) this announcement should not be construed in any manner as a recommendation to any reader of this document; and (iv) this announcement is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017.

Malaysia: No recognition from the Securities Commission Malaysia has been applied for or will be obtained for the in specie dividend under the Capital Markets and Services Act 2007. Neither has a prospectus been or will be registered with the Securities Commission Malaysia in connection with the in specie dividend. Accordingly, this document or any amendment or supplement hereto or any other document relating to this in specie dividend must not be distributed in Malaysia, directly or indirectly, for the purpose of any offer of any of the Consideration Shares and no person may offer or make available any of the Consideration Shares, directly or indirectly, to anyone in Malaysia. By reason of the foregoing, if you are in Malaysia, you may not distribute this document to anyone other than your own financial and legal advisors, nor may you make copies of this or any other document you receive, except to the extent necessary to consult with your financial and legal advisors who are advising you in connection with this potential investment (and only so long as such advisors agree to hold this information confidential and not use it for purposes other than advising you in connection herewith). Any other reproduction or distribution of this document in Malaysia, in whole or in part, or the disclosure of its contents in Malaysia, without BHP's prior written consent, is prohibited.

Singapore: This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the in specie dividend may not be circulated or distributed or be made the subject of an invitation for subscription or purchase, in each case whether directly or indirectly, to any person in Singapore, other than (i) pursuant to section 272(1) of the Securities and Futures Act, Chapter 289 of Singapore ("SFA") or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Any offer is not made to you with a view to the Consideration Shares being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly. Neither this document nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. This document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed, or distributed to any other person. If you are in any doubt in relation to this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser, or other professional adviser immediately. Nothing in this document constitutes investment, legal, accounting, or tax advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances or otherwise constitutes a personal recommendation to you.

Spain: The in specie dividend, that might be regarded as a financial securities offer under the laws of Spain, does not give rise to a prospectus submitted for the approval of the Comisión Nacional del Mercado de Valores.

Switzerland: The new Woodside Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this announcement nor any other prospectus, offering or marketing material relating to the shares constitutes a prospectus pursuant to the FinSA, and neither this announcement nor any other prospectus, offering or marketing material relating to the shares may be publicly distributed or otherwise made publicly available in Switzerland.

United Arab Emirates (UAE): This document is not a prospectus and not an offer of securities for sale or subscription in the UAE. It is addressed only to the shareholders of BHP in connection with the proposed in specie dividend and participation in the Sale Facility. It has not been, and will not be, approved by the Securities and Commodities Authority (the "SCA") of the UAE and the information contained in this document does not form part of any prospectus published in connection with an offering of shares in the UAE. The review of this document and any related communication does not fall under the SCA's remit or jurisdiction. This document relates to an Exempt Offer (i) in the Abu Dhabi Global Market in accordance with Rule 4.3.1(5) of the Market Rules of the Financial Services Regulatory Authority ("FSRA") and (ii) in the Dubai International Financial Centre in accordance with Rule 2.3.1(e) of the Markets Rules of the Dubai Financial Services Authority ("DFSA"). This document is not intended for distribution. It must not be delivered to, or relied on by, any person apart from the shareholders of BHP in connection with proposed in specie dividend and participation in the Sale Facility. The FSRA and the DFSA have no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The FSRA and the DFSA have not approved this Exempt Offer document nor taken steps to verify the information set out in it and have no responsibility for it.