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BHP BILLITON PLC - BHP Billiton 2014 AGM Results

Release Date: 20/11/2014 08:49
Code(s): BIL     PDF:  
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BHP Billiton 2014 AGM Results

BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504

                                                            BHP Billiton Limited                        BHP Billiton Plc
                                                            171 Collins Street                          Neathouse Place
                                                            Melbourne Victoria 3000 Australia           London SW1V 1LH UK
                                                            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


20 November 2014


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 Adelaide, Australia on 20 November 2014 and BHP Billiton Plc (“Plc”) held in
London, United Kingdom on 23 October 2014.

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.morningstar.co.uk/uk/NSM


Nicole Duncan
Company Secretary

Sponsor: Merrill Lynch South Africa Proprietary Limited

         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 1LH 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 2014 Financial                            2,902,959,021              22,960,634          32,100,522          CARRIED
    Statements and Reports for BHP
    Billiton (an ordinary resolution)

2   To reappoint KPMG LLP as the                             2,919,625,617               9,425,257         28,924,824           CARRIED
    auditor of BHP Billiton Plc (an
    ordinary resolution)

3   To authorise the Risk and Audit                          2,939,150,945                9,435,020          9,406,389          CARRIED
    Committee to agree the
    remuneration of the auditor of BHP
    Billiton Plc (an ordinary resolution)

4   To renew the general authority to                        2,900,805,255              47,819,466            9,393,259          CARRIED
    issue shares in BHP Billiton Plc (an
    ordinary resolution)

5   To approve the authority to issue                        2,893,764,671              54,688,585            9,571,822          CARRIED
    shares in BHP Billiton Plc for cash
    (a special resolution)

6   To approve the repurchase of                             2,943,726,359              5,558,990           8,689,950            CARRIED
    shares in BHP Billiton Plc (a special
    resolution)

7   To approve the Directors’                                2,844,932,846              82,327,976          29,834,918           CARRIED
    remuneration policy (an ordinary
    resolution)

8   To approve the 2014 Remuneration                         2,891,877,939              52,026,500          13,161,811          CARRIED
    Report other than the part
    containing the Directors’
    remuneration policy (a non-binding
    ordinary resolution)

9   To approve the 2014 Remuneration                         2,885,635,950              58,370,521          13,127,265          CARRIED
    Report (a non-binding ordinary
    resolution)

10 To approve leaving entitlements                           2,884,580,432              59,809,924          13,213,709          CARRIED
   (an ordinary resolution)

11 To approve grants to Andrew                               2,840,719,369              87,312,188          29,928,012          CARRIED
   Mackenzie (an ordinary resolution)

12 To elect Malcolm Brinded as a                             2,939,064,457              9,210,285           9,678,725           CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

13 To re-elect Malcolm Broomhead as                          2,943,309,644              5,308,955           9,403,988           CARRIED
   a Director of BHP Billiton (an
   ordinary resolution)

14 To re-elect Sir John Buchanan as a                        2,918,044,269              30,494,086          9,489,155           CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

15 To re-elect Carlos Cordeiro as a                          2,917,164,367              31,450,764          9,410,732           CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

16 To re-elect Pat Davies as a Director                      2,938,594,474              10,012,883          9,415,231           CARRIED
   of BHP Billiton (an ordinary
   resolution)

17 To re-elect Carolyn Hewson as a                           2,942,760,611              6,034,960           9,208,456           CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

18 To re-elect Andrew Mackenzie as a                         2,944,673,607              4,156,685           9,198,317          CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

19 To re-elect Lindsay Maxsted as a                          2,925,695,728              22,840,896          9,489,179          CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

20 To re-elect Wayne Murdy as a                              2,942,832,781              5,605,027           9,591,060          CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

21 To re-elect Keith Rumble as a                             2,943,722,092              4,967,775           9,339,001          CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

22 To re-elect John Schubert as a                            2,912,231,196              20,116,120          25,681,373         CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

23 To re-elect Shriti Vadera as a                            2,941,870,744             6,695,597            9,449,017         CARRIED
   Director of BHP Billiton (an ordinary
   resolution)
24 To re-elect Jac Nasser as a                               2,938,743,569             10,168,874           9,311,382         CARRIED
   Director of BHP Billiton (an ordinary
   resolution)

25 To elect Ian Dunlop as a Director of                      64,556,647                2,807,519,952        85,735,490          NOT
   BHP Billiton (an ordinary resolution)                                                                                      CARRIED


                                            APPENDIX 1
                    BHP Billiton Limited & BHP Billiton Plc - Final Proxy Position

                                                                 Limited                          Plc

 1    To receive the 2014 Financial Statements and Reports for BHP Billiton (an ordinary resolution)

-     Total number of proxy votes exercisable                  1,565,081,923                  1,358,481,120
      by 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                          1,518,465,180                 1,339,270,660
*     was to vote against the resolution                          4,364,127                    18,594,069
*     was to abstain on the resolution                           27,231,829                      4,843,052
*     may vote at the proxy's discretion                         42,252,616                        616,391

2    To reappoint KPMG LLP as the auditor of BHP Billiton Plc (an ordinary resolution)

-     Total number of proxy votes exercisable                  1,584,820,069                  1,341,870,862
      by 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                          1,538,550,331                 1,335,922,563
*     was to vote against the resolution                          4,057,579                      5,331,952
*     was to abstain on the resolution                            7,449,202                    21,453,312
*     may vote at the proxy's discretion                         42,212,159                        616,347

 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                  1,586,895,413                  1,359,366,593
      by 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                          1,537,917,274                 1,355,970,727
*     was to vote against the resolution                          6,618,210                      2,779,299
*     was to abstain on the resolution                            5,390,944                      3,957,582
*     may vote at the proxy's discretion                         42,359,929                        616,567

 4    To renew the general authority to issue shares in BHP Billiton Plc (an ordinary resolution)

-     Total number of proxy votes exercisable                  1,587,250,671                  1,359,364,142
      by 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                          1,535,230,592                 1,320,633,748
*   was to vote against the resolution                          9,696,981                    38,113,550
*   was to abstain on the resolution                            5,061,708                      3,960,033
*   may vote at the proxy's discretion                         42,323,098                        616,844

5   To approve the authority to issue shares in BHP Billiton Plc for cash (a special resolution)

-   Total number of proxy votes exercisable                   1,587,083,239                 1,359,372,375
    by 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                          1,531,582,048                 1,317,264,229
*   was to vote against the resolution                         13,171,350                    41,499,848
*   was to abstain on the resolution                            5,236,238                      3,951,800
*   may vote at the proxy's discretion                         42,329,841                        608,298

6   To approve the repurchase of shares in BHP Billiton Plc (a special resolution)

-   Total number of proxy votes exercisable                   1,587,563,718                 1,359,409,741
    by 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                          1,540,486,421                 1,357,935,425
*   was to vote against the resolution                          4,685,955                        860,600
*   was to abstain on the resolution                            4,706,895                      3,912,080
*   may vote at the proxy's discretion                         42,391,342                        613,716

7   To approve the Directors’ remuneration policy (an ordinary resolution)

-   Total number of proxy votes exercisable                   1,574,688,175                 1,351,444,280
    by 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                          1,504,002,241                 1,297,675,024
*   was to vote against the resolution                         28,862,444                    53,158,522
*   was to abstain on the resolution                           17,540,170                    11,879,018
*   may vote at the proxy's discretion                         41,823,490                       610,734

8   To approve the 2014 Remuneration Report other than the part containing the Directors’
    remuneration policy (a non-binding ordinary resolution)

-   Total number of proxy votes exercisable                   1,583,784,135                 1,359,007,012
    by 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                          1,515,409,493                 1,333,035,805
*   was to vote against the resolution                         26,441,622                    25,360,149
*   was to abstain on the resolution                            8,414,588                      4,317,161
*   may vote at the proxy's discretion                         41,933,020                        611,058

9    To approve the 2014 Remuneration Report (a non-binding ordinary resolution)

-    Total number of proxy votes exercisable                    1,583,891,578               1,359,005,177
     by 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                          1,513,748,444                 1,328,365,054
*    was to vote against the resolution                         28,092,565                    30,028,362
*    was to abstain on the resolution                            8,381,362                      4,318,996
*    may vote at the proxy's discretion                         42,050,569                        611,761

10   To approve leaving entitlements (an ordinary resolution)

*    Total number of proxy votes exercisable                    1,583,902,486               1,358,904,919
     by 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                          1,516,722,676                 1,335,906,109
*    was to vote against the resolution                         25,269,890                    22,374,268
*    was to abstain on the resolution                            8,368,103                      4,419,255
*    may vote at the proxy's discretion                         41,909,920                        624,542

11   To approve grants to Andrew Mackenzie (an ordinary resolution)

-    Total number of proxy votes exercisable                    1,575,055,981               1,351,212,378
     by 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                          1,500,173,202                 1,296,529,930
*    was to vote against the resolution                         33,140,404                    54,069,377
*    was to abstain on the resolution                           17,213,770                    12,108,722
*    may vote at the proxy's discretion                         41,742,375                       613,071

12   To elect Malcolm Brinded as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                    1,586,640,518               1,359,294,870
     by 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                          1,539,269,956                 1,354,190,376
*    was to vote against the resolution                          4,733,043                      4,492,571
*    was to abstain on the resolution                            5,609,196                      4,028,954
*    may vote at the proxy's discretion                         42,637,519                        611,923

13   To re-elect Malcolm Broomhead as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                    1,587,161,994               1,359,118,436
     by 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                            1,539,936,196                 1,357,869,046
*    was to vote against the resolution                            4,663,073                     634,532
*    was to abstain on the resolution                              5,155,297                   4,205,738
*    may vote at the proxy's discretion                           42,562,725                     614,858

14   To re-elect Sir John Buchanan as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                   1,587,069,483                1,359,128,325
     by 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                          1,521,441,728                 1,351,299,350
*    was to vote against the resolution                         23,208,117                      7,221,970
*    was to abstain on the resolution                            5,252,731                      4,195,849
*    may vote at the proxy's discretion                         42,419,638                        607,005

15   To re-elect Carlos Cordeiro as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                   1,587,004,664                1,359,269,170
     by 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                          1,517,413,299                 1,354,317,471
*    was to vote against the resolution                         27,102,933                      4,336,541
*    was to abstain on the resolution                            5,315,902                      4,055,005
*    may vote at the proxy's discretion                         42,488,432                        615,158

16   To re-elect Pat Davies as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                   1,586,960,169                1,359,306,246
     by 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                          1,534,723,434                 1,358,383,950
*    was to vote against the resolution                          9,702,357                        307,438
*    was to abstain on the resolution                            5,357,302                      4,017,929
*    may vote at the proxy's discretion                         42,534,378                        614,858

17   To re-elect Carolyn Hewson as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                   1,587,329,087                1,359,125,937
     by 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                          1,539,616,719                 1,357,975,657
*    was to vote against the resolution                          5,481,957                        535,422
*    was to abstain on the resolution                            4,969,643                      4,198,238
*    may vote at the proxy's discretion                         42,230,411                        614,858

18   To re-elect Andrew Mackenzie as a Director of BHP Billiton (an ordinary resolution)
-    Total number of proxy votes exercisable                  1,587,337,529               1,359,131,062
     by 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                          1,541,005,935                 1,358,180,557
*    was to vote against the resolution                          3,809,316                        342,753
*    was to abstain on the resolution                            4,985,783                      4,193,113
*    may vote at the proxy's discretion                         42,522,278                        607,752

19   To re-elect Lindsay Maxsted as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                  1,587,074,443               1,359,122,884
     by 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                          1,522,987,621                 1,357,227,427
*    was to vote against the resolution                         21,547,988                      1,279,902
*    was to abstain on the resolution                            5,246,368                      4,200,986
*    may vote at the proxy's discretion                         42,538,834                        615,555

20   To re-elect Wayne Murdy as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                  1,586,971,487               1,359,127,948
     by 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                          1,539,493,951                 1,357,966,662
*    was to vote against the resolution                          5,033,591                        545,253
*    was to abstain on the resolution                            5,352,084                      4,196,227
*    may vote at the proxy's discretion                         42,443,945                        616,033

21   To re-elect Keith Rumble as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                  1,587,041,948               1,359,309,547
     by 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                          1,539,881,974                 1,358,375,179
*    was to vote against the resolution                          4,643,337                        319,510
*    was to abstain on the resolution                            5,281,623                      4,014,628
*    may vote at the proxy's discretion                         42,516,637                        614,858

22   To re-elect John Schubert as a Director of BHP Billiton (an ordinary resolution)

-    Total number of proxy votes exercisable                  1,578,657,107               1,351,353,903
     by 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                          1,522,427,039                 1,344,322,351
*    was to vote against the resolution                         13,695,723                     6,415,798
*    was to abstain on the resolution                           13,666,285                    11,970,272
*    may vote at the proxy's discretion                         42,534,345                       615,754

 23   To re-elect Shriti Vadera as a Director of BHP Billiton (an ordinary resolution)

 -    Total number of proxy votes exercisable                   1,587,102,266                1,359,125,077
      by 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                          1,538,863,954                 1,357,499,955
 *    was to vote against the resolution                          5,668,290                      1,013,642
 *    was to abstain on the resolution                            5,207,664                      4,199,098
 *    may vote at the proxy's discretion                         42,570,022                        611,480

 24   To re-elect Jac Nasser as a Director of BHP Billiton (an ordinary resolution)

 -    Total number of proxy votes exercisable                   1,587,443,691                1,359,130,662
      by 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                          1,537,984,564                 1,354,989,740
 *    was to vote against the resolution                          6,628,840                      3,519,046
 *    was to abstain on the resolution                            5,076,540                      4,191,810
 *    may vote at the proxy's discretion                         42,830,287                        621,876

 25   To elect Ian Dunlop as a Director of BHP Billiton (an ordinary resolution)

 -    Total number of proxy votes exercisable                   1,568,783,066                1,301,050,044
      by 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                             48,199,098                    15,999,963
 *    was to vote against the resolution                      1,478,053,446                 1,284,379,353
 *    was to abstain on the resolution                           23,333,921                    62,271,733
 *    may vote at the proxy's discretion                         42,530,522                       670,728




                                               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 23 October 2014) are:

              Item of Business                                             Votes cast
                                                                               %*

1    To receive the 2014 Financial Statements and Reports for BHP Billiton   64.32%

2    To reppoint KPMG LLP as the auditor of BHP Billiton Plc                 63.53%

3    To authorise the Risk and Audit Committee to agree the remuneration
     of the auditor of BHP Billiton Plc                                      64.36%

4    To renew the general authority to issue shares in BHP Billiton Plc      64.36%

5    To approve the authority to issue shares in BHP Billiton Plc for cash   64.36%

6    To approve the repurchase of shares in BHP Billiton Plc                 64.37%

7    To approve the Directors’ remuneration policy                           63.99%

8    To approve the 2014 Remuneration Report other than the part
     containing the Directors’ remuneration policy                           64.35%

9    To approve the 2014 Remuneration Report                                 64.35%

10   To approve leaving entitlements                                         64.34%

11   To approve grants to Andrew Mackenzie                                   63.98%

12   To elect Malcolm Brinded as a Director of BHP Billiton                  64.36%

13   To re-elect Malcolm Broomhead as a Director of BHP Billiton             64.35%

14   To re-elect Sir John Buchanan as a Director of BHP Billiton             64.35%

15   To re-elect Carlos Cordeiro as a Director of BHP Billiton               64.36%

16   To re-elect Pat Davies as a Director of BHP Billiton                    64.36%

17   To re-elect Carolyn Hewson as a Director of BHP Billiton                64.35%

18   To re-elect Andrew Mackenzie as a Director of BHP Billiton              64.35%

19   To re-elect Lindsay Maxsted as a Director of BHP Billiton               64.35%

20   To re-elect Wayne Murdy as a Director of BHP Billiton                   64.35%

21   To re-elect Keith Rumble as a Director of BHP Billiton                  64.36%

22   To re-elect John Schubert as a Director of BHP Billiton                 63.98%

23   To re-elect Shriti Vadera as a Director of BHP Billiton                 64.35%

24   To re-elect Jac Nasser as a Director of BHP Billiton                    64.35%

25   To elect Ian Dunlop as a Director of BHP Billiton                       61.60%

*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 1LH United Kingdom



                                                The BHP Billiton Group is headquartered in Australia

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