IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offer to purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Offer to Purchase. By accepting the email to which the Offer to Purchase was attached and/or by accessing, reading or making any other use of the Offer to Purchase, you will (in addition to giving the representations below) agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from either Dealer Manager (as defined in the Offer to Purchase) or the Information and Tender Agent (as defined in the Offer to Purchase).

The following disclaimer applies to the attached tender offer memorandum (the “Tender Offer Memorandum”) and you are therefore advised to read these disclaimer pages carefully before reading, accessing or making any other use of the Tender Offer Memorandum. By reading, accessing or making any other use of the Tender Offer Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from BHP Billiton Finance Limited (“BHPB Finance Limited”), BHP Billiton Finance (USA) Limited (“BHPB Finance (USA) Limited” and, together with BHPB Finance Limited, the “Companies” and each a “Company”), Deutsche Bank AG, London Branch, UBS AG London Branch and Merrill Lynch International (the “Lead Dealer Managers”), Australia and New Zealand Banking Group Limited, SMBC Nikko Capital Markets Limited and Mizuho International plc (the “Co-Dealer Managers” and, together with the Lead Dealer Managers, the “Dealer Managers”) or D.F. King (the “Tender and Information Agent”) in respect of the relevant Series (as defined below).

THE TENDER OFFER MEMORANDUM SHOULD NOT BE FORWARDED OR DISTRIBUTED BY THE RECIPIENT TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS LAWFUL TO SEND THE TENDER OFFER MEMORANDUM. ANY SUCH FORWARDING OR DISTRIBUTION OR ANY REPRODUCTION OF THE TENDER OFFER MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF CERTAIN JURISDICTIONS.

Confirmation of your representations: The Tender Offer Memorandum contains an invitation by BHPB Finance (USA) Limited to eligible holders of its outstanding US$2,250,000,000 6.750 per cent. Subordinated Non-Call 10 Fixed Rate Reset Notes due 2075 guaranteed by BHP Group Limited and BHP Group Plc (the “Parent Companies”) (ISIN: US055451AX66 (Rule 144A) / USQ12441AB91 (Reg S)) (CUSIP: 055451AX6 / Q12441AB9) (the “US Dollar Notes”) and a separate invitation by BHPB Finance Limited to the eligible holders of its outstanding €750,000,000 5.625 per cent. Subordinated Non-Call 9 Fixed Rate Reset Notes due 2079 guaranteed by BHP Group Limited and such Notes and such guarantee being guaranteed by BHP Group Plc (ISIN: XS1309436910) (the “Euro Notes”) (the Euro Notes and the US Dollar Notes each being a “Series”, and any notes within any such Series being the “Notes”, and the eligible holders of any Notes, the “Holders”) to offer to tender any and all of their Notes for repurchase by the relevant Company for cash, in each case at a price calculated in accordance with the Tender Offer Memorandum and on the terms and subject to the conditions set out in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.

The Tender Offer Memorandum was sent to you at your request and by that request and by reading, accessing or otherwise making any other use of the Tender Offer Memorandum you shall be deemed to have represented to the Companies, the Dealer Managers and their respective affiliates and the Tender and Information Agent that:

(i)   you are a holder or a beneficial owner of Notes;

(ii)   you have not received or sent the Tender Offer Memorandum or any other document or material relating to the Offers in, into or from any jurisdiction where such actions may constitute (or result in the Offers constituting) a breach of any legal or regulatory requirements and you have not otherwise used and will not otherwise use, in connection with the Offers, directly or indirectly, the mails, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email or other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, such jurisdiction;

(iii)   you hold Notes directly or indirectly through one of the Clearing Systems;

(iv)   you are a person to whom it is lawful under any applicable laws to send the Tender Offer Memorandum or to make an invitation pursuant to the Offers in accordance with applicable laws; and

(v)   you consent to the delivery of the Tender Offer Memorandum to you by electronic transmission.

The Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Companies, the Parent Companies, the Dealer Managers or the Tender and Information Agent or any person who controls, or is a director, officer, employee, affiliate or agent, of any of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Tender and Information Agent at the address specified on the back cover of the Tender Offer Memorandum.

You are reminded that the Tender Offer Memorandum has been delivered to you on the basis that you are a person into whose possession the Tender Offer Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located or reside and you may not, nor are you authorised to, forward or otherwise send or distribute the Tender Offer Memorandum (in whole or in part) to any other person. If you are not the named addressee to which the Tender Offer Memorandum has been delivered, please notify the sender immediately and destroy the Tender Offer Memorandum. If you have recently sold or otherwise transferred your entire holding(s) of Notes, you should immediately forward this Tender Offer Memorandum and all accompanying annexes and any related documents to the purchaser or the transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

No materials relating to the Offers constitute, nor may be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the relevant Company in such jurisdiction.

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the “Relevant Persons”). The Tender Offer Memorandum is only available to Relevant Persons and the transaction contemplated therein will be available only to, or engaged in only with, Relevant Persons, and the financial promotion must not be relied or acted upon by persons other than Relevant Persons.

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) (“Corporations Act”)) in relation to the Offers has been or will be lodged with the Australian Securities and Investments Commission (“ASIC”) or any other regulatory authority in Australia and the Tender Offer Memorandum does not comply with Division 5A of Part 7.9 of the Corporations Act. No offers or applications will be made or invited for the purchase of any or all Notes in Australia (including an offer or invitation which is received by a person in Australia). The Tender Offer Memorandum and any other offering material or advertisement relating to any or all Notes will not be distributed or published in Australia, unless:
(i) such action complies with all applicable laws, directives and regulations (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act);
(ii) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia; and
(iii) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97. If you are a resident of Australia, you have been sent the Tender Offer Memorandum on the basis that you are a wholesale client for the purposes of Section 761G of the Corporations Act or otherwise a person to whom disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations Act.

None of the Offers, the Tender Offer Memorandum or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. Therefore, the Offers may only be carried out in the Republic of Italy pursuant to an exemption under article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders of Notes that are resident and/or located in the Republic of Italy may tender their Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and the Offers.

The Offers are not being made, directly or indirectly, to the public in the Republic of France. The Tender Offer Memorandum and any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

In order to be eligible to view the Tender Offer Memorandum or make an investment decision with respect to the Offer(s), you must be able to participate lawfully in the Offer(s).

THE DISTRIBUTION OF THE TENDER OFFER MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THE TENDER OFFER MEMORANDUM COMES ARE REQUIRED BY THE COMPANIES, THE PARENT COMPANIES, THE DEALER MANAGERS AND THE TENDER AND INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.