On 22 May 2024, BHP Group Limited (ASX: BHP) announced a revised proposal for a combination with Anglo American plc (LSE:AAL) and the Board of Anglo American announced an extension to the deadline for BHP to make an offer for Anglo American to 29 May 2024 (Deadline). BHP welcomed the extension as it provided the opportunity to engage with Anglo American about its concerns regarding BHP's proposal. Since the extension to the deadline, BHP has continued to work extensively to address those matters.

This has included several engagements with Anglo American and its advisers. BHP's response to Anglo American: BHP has proposed a range of socioeconomic measures intended to address Anglo American's concerns regarding our proposed transaction structure. BHP is confident that the measures it has proposed to the Board of Anglo American provide a viable pathway to resolve the matters raised by Anglo American and would support South African regulatory approvals.

BHP has considered market precedent transactions and believes that the risks are quantifiable and manageable. BHP has already factored the costs associated with these risks into the offer ratio of its proposal. BHP believes that these proposed measures would provide greater economic benefits to South Africa than Anglo American's Accelerating Value Delivery plan, mitigate perceived value and completion uncertainty and ensure that any costs are not borne disproportionately by Anglo American shareholders.

BHP has indicated that it would also be willing to discuss an appropriate reverse break fee, payable by BHP, on failure to achieve the necessary anti-trust and regulatory approvals, including in South Africa. Socio-economic initiatives in South Africa: BHP's proposal comprises an all-share offer for Anglo American subject to the pro-rata distribution by Anglo American of its entire shareholdings in Anglo Platinum and Kumba Iron Ore to Anglo American shareholders immediately before completion of the scheme of arrangement. Anglo Platinum and Kumba Iron Ore would continue to be listed in South Africa on the Johannesburg Stock Exchange (JSE).

BHP intends to maintain its listing on the JSE and is expected to achieve a JSE index weighting of approximately 5% on completion. BHP continues to believe that there would be clear benefits to the South African government, economy and communities from Anglo Platinum and Kumba Iron Ore becoming major standalone entities listed on the JSE with significant increased JSE index weightings. Anglo Platinum and Kumba Iron Ore would be independently run by established South African-based management teams. As self-governed companies, Anglo Platinum and Kumba Iron Ore would be better placed to reinvest cash flow and capital directly into South Africa.

As part of its increased presence in South Africa, BHP intends to continue and build on Anglo American's legacy of social investment and value creation in South Africa including by: if required to secure regulatory approvals, BHP sharing in the costs of increased South African employee ownership of the listed South African businesses; ?establishing a Mining Centre of Excellence to support R&D, training and promotion of South Africa as a premier mining destination; maintaining current employment levels at Anglo American's Johannesburg office to provide ongoing support to the South African assets to be acquired and other assets in the combined group, as well as to Anglo Platinum and Kumba as a third party service provider; ?maintaining funding for Anglo American's charitable commitments in South Africa at the current level; supporting local South African procurement and engagement across mining industry sectors and regions; ensuring continued access for South African investors through the listing of BHP on the Johannesburg Stock Exchange; and maintaining Anglo American's existing South African Reserve Bank (SARB) and National Treasury undertakings, to the maximum extent practicable. These proposed measures are expected to be maintained for a period of at least three years. BHP believes that its proposal will contribute to South Africa and allow the benefits of South African mining to be shared with more South African stakeholders.

Next steps: BHP believes that the proposed measures it has put forward provide substantial risk protection for Anglo American shareholders and supplement the significant value uplift that Anglo American shareholders will receive from the potential combination. BHP believes a further extension of the Deadline is required to allow for further engagement on its proposal. This announcement does not amount to a firm intention to make an offer and there can be no certainty that an offer will be made.

There is no certainty that any form of agreement or transaction will be reached or concluded. Nothing in this announcement constitutes or intended to constitute a post-offer undertaking for the purposes of Rule 19.5 of the UK Code. This announcement is being made by BHP without prior agreement or approval of Anglo American.

Authorised for release by Stefanie Wilkinson, Group Company Secretary.