BHP Group Limited (ASX:BHP)
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+0.07 (0.12%)
Apr 24, 2026, 4:17 PM AEST
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M&A Announcement

Dec 2, 2021

Speaker 1

Hello. I'm Mike Henry, CEO of BHP. Here at BHP, we are shaping the company for the future. We're better positioning ourselves to be able to continue to generate long term value. We'll do so through sustainably producing commodities that are needed for continued global growth and for decarbonization of the global economy.

Through our efforts of recent years, today BHP is safer, more reliable and more productive. We are delivering strong underlying operational performance. This, coupled with favorable markets for a number of our commodities, enabled us to announce a great set of full year results in August, including a record final dividend of USD 10,000,000,000. We will continue to deliver long term value through being exceptional operators and disciplined allocators of capital and through ensuring we have the right portfolio, a portfolio that stands to benefit greatest from the big trends unfolding in the world around us. You can see our laser like focus on operational performance shining through in our recent results.

We also remain committed to disciplined allocation of capital and to maintaining our strong balance sheet. We've taken some significant steps to ensure our portfolio is made up of those commodities that are right for BHP and which are aligned to creating value over the long term. We are focused on growing value through future facing commodities. As we take these steps, we are also looking to protect and create further value for shareholders in the near term. This includes through our recent agreement to merge our petroleum business with Woodside, which will unlock synergies and create a large, more resilient petroleum company, better able to protect and grow value through the energy transition, as well as the recently announced sale of our interest in BHP Mitsui Coal for USD 1,200,000,000.0 cash as we focus our coal portfolio on higher quality steelmaking coals.

We'll evaluate through our capital allocation framework the best use of any excess cash from this sale and our strong ongoing performance. And this includes returns to shareholders through either dividends, share buybacks or a combination of both. In August, we announced our intention to unify BHP's dual listed company structure, the DLC, and adopt a single parent structure under BHP Group Limited. The BHP Board has now decided to proceed with unification. This simpler, unified corporate structure will aid future performance and growth to the benefit of our shareholders.

To unify our register, shareholders in BHP Group plc will have their shares exchanged on a one for one basis to limited shares, creating one BHP share price globally. Your Board believes firmly that unification is in the best interest of shareholders. Adopting a unified corporate structure is an important step that will better position BHP for the future. I'd like to take this opportunity to outline what it will mean for you and why we believe you should vote in favor of unification at the shareholder meetings that will be held on the proposal this coming January. Let me share the main benefits, all of which are in service of growing long term value for you, our shareholders.

Unification will make our business simpler and more efficient. Reducing duplication and streamlining our governance and internal processes will free up resources and management time, allowing a greater focus on BHP's strategic objectives. It will enhance strategic agility and competitiveness. Following unification, we will be able to more simply and efficiently undertake certain transactions. For example, the merger of our petroleum business with Woodside.

We will be more agile in responding to future opportunities, providing us with a greater ability to shape our portfolio for the future. We will have a single share price with the main listing on the ASX in Australia. Notably, shares of companies on the ASX have historically traded on higher valuation multiples than shares of companies on the London Stock Exchange, and this has certainly been the case for BHP. It will enable us to more efficiently use Australian franking credits, which are valuable to many of our shareholders. This is because Limited will no longer have to make internal payments to PLC to cover PLC shareholder dividends, which requires franking credits which are then lost.

Let me reassure you that BHP's strong fundamentals and commitment to you, our shareholders, will remain unchanged as a result of unification. We will still have the same strategy, world class assets, focus on operational excellence and team that has delivered exceptional results over many years. The number of shares you hold or where you trade these will not change. We will still have listings on the same global markets in Australia, The United Kingdom, South Africa and The United States. BHP's commitment to shareholders returns will remain.

Unification will not give rise to any change to BHP's dividend policy, which is to pay out a minimum 50% of underlying earnings each reporting period. And we will still pay dividends in the same currencies. You will still be able to vote at our Annual General Meeting, and our regular and transparent engagement with shareholders will continue. For our limited shareholders, those who hold BHP shares on the ASX, your holding will not change and you will continue to receive fully franked dividends. If unification is implemented, PLC shareholders will automatically have their shares swapped on a one for one basis to limited shares.

No broker fees will be payable and you will not need to pay any share price differential as part of unification. Why are we proposing unification now? Simply, the original conditions for the DLC no longer exist. The cost to unify have significantly reduced and the strength of our business and performance provides the right platform from which to take this step now. Let me explain further.

Markets have continued to globalize, so unification will bring the company up to date with modern market realities. Additionally, earnings from the PLC side of our business have continued to decrease from around 40% of the group total when we created the DLC twenty years ago to about 5% of group earnings today. We can unify more cost effectively now than in the past. The costs of unwinding the DLC structure have come down considerably by about USD 1,200,000,000.0 since 2017. Today, our business is more consistent.

We are delivering strong operational performance and strong returns to shareholders. And we've also made significant progress on our key strategic priorities. We've simplified our portfolio over a number of years and are actively pursuing more options in future facing commodities. We believe unification will help drive new value and create new possibilities for BHP and our shareholders. It's an important step that will set our company up better for the future.

And I encourage you to vote in support of the proposal. We believe the world is going to continue to need increasing supply of the essential commodities we produce to sustain global economic growth and to decarbonize the global economy. A unified corporate structure will better position BHP to take advantage of this and to enable us to continue to better grow shareholder value and sustainable returns. Thank you.

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