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BHP Billiton Limited 2013 AGM Results
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales BHP Billiton Limited BHP Billiton Plc
Share code: BIL 171 Collins Street Neathouse Place
Melbourne Victoria 3000 Australia London SW1V 1BH UK
ISIN: GB0000566504 GPO BOX 86 Tel +44 20 7802 4000
Melbourne Victoria 3001 Australia Fax + 44 20 7802 4111
Tel +61 1300 55 47 57 Fax +61 3 9609 3015 bhpbilliton.com
bhpbilliton.com
Company Secretariat
21 November 2013
To: Australian Securities Exchange cc: New York Stock Exchange
London Stock Exchange JSE Limited
FOR ANNOUNCEMENT TO THE MARKET
Please find attached the results of the business conducted at the meetings of shareholders of BHP Billiton
Limited (“Limited”) held in Perth, Australia on 21 November 2013 and BHP Billiton Plc (“Plc”) held in
London, United Kingdom on 24 October 2013.
As required by the Dual Listed Companies Structure, a poll was conducted on each of the proposed
resolutions. Each resolution is a Joint Electorate Action. The poll results for BHP Billiton Limited and BHP
Billiton Plc are attached.
The final proxy position for each company (excluding the proxy votes carried from one meeting to the other
meeting by the Special Voting Shares) is detailed in Appendix 1. The additional information required in
respect of BHP Billiton Plc by the United Kingdom’s Companies Act 2006 (as amended by The Companies
(Shareholders’ Rights) Regulations 2009) is provided in Appendix 2.
A copy of the resolutions passed at the closure of the poll today has been submitted to the National
Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
Jane McAloon
Group Company Secretary
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209
Registered in Australia Registered in England and Wales
Registered Office: 171 Collins Street, Melbourne Victoria 3000 Australia Registered Office: Neathouse Place, London SW1V 1BH United Kingdom
The BHP Billiton Group is headquartered in Australia
The poll results for BHP Billiton Limited and BHP Billiton Plc as follows:
Business Votes For Votes Against Votes Result
Abstained
1 To receive the 2013 Financial Statements 2,934,679,135 17,359,942 14,159,250 CARRIED
and Reports for BHP Billiton (an ordinary
resolution)
2 To appoint KPMG LLP as the auditor of 2,926,991,100 19,904,240 19,283,340 CARRIED
BHP Billiton Plc (an ordinary resolution)
3 To authorise the Risk and Audit Committee 2,946,108,156 8,144,753 11,811,477 CARRIED
to agree the remuneration of the auditor of
BHP Billiton Plc (an ordinary resolution)
4 To renew the general authority to issue 2,816,783,039 140,331,073 9,041,060 CARRIED
shares in BHP Billiton Plc (an ordinary
resolution)
5 To approve the authority to issue shares in 2,902,199,983 54,467,939 9,496,307 CARRIED
BHP Billiton Plc for cash (a special
resolution)
6 To approve the repurchase of shares in 2,944,216,494 13,016,252 8,774,830 CARRIED
BHP Billiton Plc (a special resolution)
7 To approve the 2013 Remuneration Report 2,865,969,382 80,035,078 19,292,876 CARRIED
(a non-binding ordinary resolution)
8 To adopt new Long Term Incentive Plan 2,842,068,892 81,166,307 41,873,567 CARRIED
Rules (an ordinary resolution)
9 To approve grants to Andrew Mackenzie 2,867,794,905 80,183,584 17,772,663 CARRIED
(an ordinary resolution)
10 To elect Andrew Mackenzie as a Director 2,949,402,959 7,858,413 8,923,586 CARRIED
of BHP Billiton (an ordinary resolution)
11 To re-elect Malcolm Broomhead as a 2,951,868,665 5,581,252 8,736,709 CARRIED
Director of BHP Billiton (an ordinary
resolution)
12 To re-elect Sir John Buchanan as a 2,891,170,052 64,833,180 10,192,884 CARRIED
Director of BHP Billiton (an ordinary
resolution)
13 To re-elect Carlos Cordeiro as a Director of 2,951,008,327 6,155,296 9,029,866 CARRIED
BHP Billiton (an ordinary resolution)
14 To re-elect David Crawford as a Director of 2,884,264,330 71,812,876 10,110,872 CARRIED
BHP Billiton (an ordinary resolution)
15 To re-elect Pat Davies as a Director of 2,952,865,908 4,331,251 8,991,849 CARRIED
BHP Billiton (an ordinary resolution)
16 To re-elect Carolyn Hewson as a Director 2,949,814,602 7,210,201 9,154,279 CARRIED
of BHP Billiton (an ordinary resolution)
17 To re-elect Lindsay Maxsted as a Director 2,935,372,746 21,819,978 8,993,681 CARRIED
of BHP Billiton (an ordinary resolution)
18 To re-elect Wayne Murdy as a Director of 2,949,561,572 4,955,088 11,671,648 CARRIED
BHP Billiton (an ordinary resolution)
19 To re-elect Keith Rumble as a Director of 2,952,080,399 5,130,761 8,981,300 CARRIED
BHP Billiton (an ordinary resolution)
20 To re-elect John Schubert as a Director of 2,888,030,341 49,377,522 28,752,703 CARRIED
BHP Billiton (an ordinary resolution)
21 To re-elect Shriti Vadera as a Director of 2,941,234,753 7,323,174 17,618,414 CARRIED
BHP Billiton (an ordinary resolution)
22 To re-elect Jac Nasser as a Director of 2,934,273,247 15,395,348 16,507,006 CARRIED
BHP Billiton (an ordinary resolution)
23 To elect Ian Dunlop as a Director of BHP 108,270,487 2,780,685,366 77,650,053 NOT
Billiton (an ordinary resolution) CARRIED
APPENDIX 1
BHP Billiton Limited & BHP Billiton Plc - Final Proxy Position
Limited Plc
1 To receive the 2013 Financial Statements and Reports for BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by 1,555,972,001 1,394,138,055
all proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,508,831,936 1,379,932,665
- was to vote against the resolution 3,706,367 13,646,677
- was to abstain on the resolution 4,919,664 9,220,785
- may vote at the proxy's discretion 43,433,698 558,713
2 To appoint KPMG LLP as the auditor of BHP Billiton Plc (an ordinary resolution)
* Total number of proxy votes exercisable by 1,553,851,945 1,391,128,442
all proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,504,508,536 1,376,378,192
- was to vote against the resolution 5,710,540 14,191,165
- was to abstain on the resolution 7,035,045 12,230,426
- may vote at the proxy's discretion 43,632,869 559,085
3 To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Billiton Plc
(an ordinary resolution)
* Total number of proxy votes exercisable by 1,553,226,459 1,399,123,717
all proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,504,644,413 1,395,243,353
- was to vote against the resolution 4,814,097 3,316,612
- was to abstain on the resolution 7,551,343 4,233,772
- may vote at the proxy's discretion 43,767,949 563,752
4 To renew the general authority to issue shares in BHP Billiton Plc (an ordinary resolution)
* Total number of proxy votes exercisable by 1,555,518,762 1,399,739,894
all proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,490,319,280 1,277,000,445
- was to vote against the resolution 18,100,725 122,179,024
- was to abstain on the resolution 5,346,942 3,619,479
- may vote at the proxy's discretion 47,098,757 560,425
5 To approve the authority to issue shares in BHP Billiton Plc for cash (a special resolution)
* Total number of proxy votes exercisable by 1,555,084,218 1,399,728,748
all proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,501,124,644 1,354,977,277
- was to vote against the resolution 10,205,684 44,191,289
- was to abstain on the resolution 5,790,543 3,630,625
- may vote at the proxy's discretion 43,753,890 560,182
6 To approve the repurchase of shares in BHP Billiton Plc (a special resolution)
* Total number of proxy votes exercisable by 1,555,620,640 1,399,753,138
all proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,502,760,846 1,395,181,649
- was to vote against the resolution 9,009,803 4,012,798
- was to abstain on the resolution 5,100,418 3,603,285
- may vote at the proxy's discretion 43,849,991 558,691
7 To approve the 2013 Remuneration Report (a non-binding ordinary resolution)
* Total number of proxy votes exercisable by 1,545,932,816 1,399,458,701
all proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,475,561,623 1,359,505,318
- was to vote against the resolution 27,717,555 39,403,452
- was to abstain on the resolution 15,036,253 3,900,485
- may vote at the proxy's discretion 42,653,638 549,931
8 To adopt new Long Term Incentive Plan Rules (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,542,510,604 1,379,897,238
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,464,063,534 1,346,825,997
- was to vote against the resolution 35,673,258 32,520,533
- was to abstain on the resolution 18,271,358 23,460,785
- may vote at the proxy's discretion 42,773,812 550,708
9 To approve grants to Andrew Mackenzie (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,546,986,562 1,399,574,792
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,466,437,224 1,369,718,674
- was to vote against the resolution 37,981,041 29,303,306
- was to abstain on the resolution 13,864,811 3,780,794
- may vote at the proxy's discretion 42,568,297 552,812
10 To elect Andrew Mackenzie as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,555,683,015 1,399,663,892
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,507,042,313 1,396,118,801
- was to vote against the resolution 4,872,566 2,982,933
- was to abstain on the resolution 5,203,639 3,694,417
- may vote at the proxy's discretion 43,768,136 562,158
11 To re-elect Malcolm Broomhead as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,555,846,095 1,399,696,262
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,506,952,870 1,398,622,119
- was to vote against the resolution 5,035,054 511,763
- was to abstain on the resolution 5,044,563 3,662,711
- may vote at the proxy's discretion 43,858,171 562,380
12 To re-elect Sir John Buchanan as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,554,394,088 1,399,703,692
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,489,204,977 1,356,082,276
- was to vote against the resolution 21,419,993 43,069,151
- was to abstain on the resolution 6,493,876 3,655,281
- may vote at the proxy's discretion 43,769,118 552,265
13 To re-elect Carlos Cordeiro as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,555,596,645 1,399,691,572
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,506,203,866 1,398,522,994
- was to vote against the resolution 5,511,843 615,747
- was to abstain on the resolution 5,293,609 3,658,801
- may vote at the proxy's discretion 43,880,936 552,831
14 To re-elect David Crawford as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,554,484,814 1,399,687,538
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,495,744,992 1,342,267,938
- was to vote against the resolution 14,903,503 56,858,416
- was to abstain on the resolution 6,405,712 3,662,835
- may vote at the proxy's discretion 43,836,319 561,184
15 To re-elect Pat Davies as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,555,594,101 1,399,691,004
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,507,880,466 1,398,610,769
- was to vote against the resolution 3,796,396 529,618
- was to abstain on the resolution 5,298,355 3,659,369
- may vote at the proxy's discretion 43,917,239 550,617
16 To re-elect Carolyn Hewson as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,555,449,852 1,399,698,048
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,506,294,034 1,397,353,495
- was to vote against the resolution 5,419,968 1,786,045
- was to abstain on the resolution 5,438,895 3,652,292
- may vote at the proxy's discretion 43,735,850 558,508
17 To re-elect Lindsay Maxsted as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,555,601,011 1,399,691,159
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,491,677,774 1,397,379,939
- was to vote against the resolution 20,038,179 1,756,699
- was to abstain on the resolution 5,290,897 3,657,159
- may vote at the proxy's discretion 43,885,058 554,521
18 To re-elect Wayne Murdy as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,554,517,650 1,398,091,456
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,506,274,174 1,396,997,930
- was to vote against the resolution 4,375,673 532,303
- was to abstain on the resolution 6,371,257 5,258,766
- may vote at the proxy's discretion 43,867,803 561,223
19 To re-elect Keith Rumble as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,555,610,082 1,399,693,524
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,507,686,289 1,398,044,720
- was to vote against the resolution 4,037,978 1,086,581
- was to abstain on the resolution 5,282,826 3,656,849
- may vote at the proxy's discretion 43,885,815 562,223
20 To re-elect John Schubert as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,550,858,485 1,384,639,824
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,499,415,803 1,342,266,810
- was to vote against the resolution 7,534,851 41,815,983
- was to abstain on the resolution 10,011,864 18,710,398
- may vote at the proxy's discretion 43,907,831 557,031
21 To re-elect Shriti Vadera as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,553,682,234 1,392,977,139
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,504,011,802 1,390,842,141
- was to vote against the resolution 5,717,597 1,581,092
- was to abstain on the resolution 7,205,324 10,372,649
- may vote at the proxy's discretion 43,952,835 553,906
22 To re-elect Jac Nasser as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,548,812,308 1,398,948,533
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,497,755,213 1,390,258,201
- was to vote against the resolution 6,954,118 8,127,100
- was to abstain on the resolution 12,065,006 4,400,575
- may vote at the proxy's discretion 44,102,977 563,232
23 To elect Ian Dunlop as a Director of BHP Billiton (an ordinary resolution)
* Total number of proxy votes exercisable by all 1,532,354,421 1,354,770,543
proxies validly appointed
* Total number of proxy votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 53,826,030 54,240,685
- was to vote against the resolution 1,435,678,393 1,299,913,759
- was to abstain on the resolution 28,867,899 48,670,025
- may vote at the proxy's discretion 42,849,998 616,099
APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdom’s Companies Act 2006 (as amended by The
Companies (Shareholders’ Rights) Regulations 2009) and in respect of BHP Billiton Plc, the votes validly cast*
as a percentage of the company’s total issued share capital (as at 6pm on 24 October 2013) are:
Item of Business Votes cast
%*
1 To receive the 2013 Financial Statements and Reports for BHP Billiton 65.26%
2 To appoint KPMG LLP as the auditor of BHP Billiton Plc 65.12%
3 To authorise the Risk and Audit Committee to agree the remuneration
of the auditor of BHP Billiton Plc 65.50%
4 To renew the general authority to issue shares in BHP Billiton Plc 65.53%
5 To approve the authority to issue shares in BHP Billiton Plc for cash 65.53%
6 To approve the repurchase of shares in BHP Billiton Plc 65.53%
7 To approve the 2013 Remuneration Report 65.51%
8 To adopt new Long Term Incentive Plan Rules 64.60%
9 To approve grants to Andrew Mackenzie 65.52%
10 To elect Andrew Mackenzie as a Director of BHP Billiton 65.52%
11 To re-elect Malcolm Broomhead as a Director of BHP Billiton 65.52%
12 To re-elect Sir John Buchanan as a Director of BHP Billiton 65.52%
13 To re-elect Carlos Cordeiro as a Director of BHP Billiton 65.52%
14 To re-elect David Crawford as a Director of BHP Billiton 65.52%
15 To re-elect Pat Davies as a Director of BHP Billiton 65.52%
16 To re-elect Carolyn Hewson as a Director of BHP Billiton 65.52%
17 To re-elect Lindsay Maxsted as a Director of BHP Billiton 65.52%
18 To re-elect Wayne Murdy as a Director of BHP Billiton 65.45%
19 To re-elect Keith Rumble as a Director of BHP Billiton 65.52%
20 To re-elect John Schubert as a Director of BHP Billiton 64.82%
21 To re-elect Shriti Vadera as a Director of BHP Billiton 65.21%
22 To re-elect Jac Nasser as a Director of BHP Billiton 65.49%
23 To elect Ian Dunlop as a Director of BHP Billiton (this candidate is not
endorsed by the Board) 63.42%
*This calculation does not include the votes cast at the BHP Billiton Limited Annual General Meeting which are
added to the votes cast at the BHP Billiton Plc Annual General Meeting to give the final result in relation to each
resolution. Final poll results for BHP Billiton Plc and BHP Billiton Limited can be found on pages 2 and 3 of this
announcement.
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209
Registered in Australia Registered in England and Wales
Registered Office: 171 Collins Street Melbourne Victoria 3000 Registered Office: Neathouse Place London SW1V 1BH United Kingdom
The BHP Billiton Group is headquartered in Australia
Sponsor: Absa Bank Limited (acting through its Corporate and Investment Banking Division)
Date: 21/11/2013 12:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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