Page 1

For personal use only Woodside JOINT ANNOUNCEMENT Release Time Date IMMEDIATE 17 August 2021 BHP Woodside and BHP to create a global energy company Woodside Petroleum Ltd ( " Woodside " ) and BHP Group ( " BHP " ) have entered into a merger commitment deed to combine their respective oil and gas portfolios by an all - stock merger ( the " Transaction " ) to create a global top 10 independent energy company by production . On completion of the Transaction , BHP's oil and gas business would merge with Woodside , and Woodside would issue new shares to be distributed to BHP shareholders . The expanded Woodside would be owned 52 per cent by existing Woodside shareholders and 48 per cent by existing BHP shareholders . The Transaction is subject to confirmatory due diligence , negotiation and execution of full form transaction documents , and satisfaction of conditions precedent including shareholder , regulatory and other approvals . With the combination of two high quality asset portfolios , the proposed merger would create the largest energy company listed on the ASX , with a global top 10 position in the LNG industry by production . The combined company will 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 . Attractive strategic and financial rationale The combination of Woodside and BHP's oil and gas business is expected to deliver substantial value creation for both sets of shareholders from across a range of areas , including : Greater scale and diversity of geographies , products and end markets through an attractive and long - life conventional portfolio • • Resilient , high margin operating cash flows to fund shareholder returns and business evolution to support the energy transition Strong growth profile with a plan to achieve targeted Scarborough FID in the 2021 calendar year and capacity to phase the most competitive , high - return options within the portfolio • Proven management and technical capability from both companies • • • Shared values and focus on sustainable operations , carbon management and ESG leadership Estimated synergies of more than US $ 400 million ( 100 per cent basis , pre - tax ) per annum from optimising corporate processes and systems , leveraging combined capabilities and improving capital efficiency on future growth projects and exploration Greater financial resilience , relative to Woodside's and BHP's standalone petroleum businesses .