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BHP 2018 AGM Results
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
Group Governance
8 November 2018
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 meeting of shareholders of BHP Billiton
Limited held in Adelaide, Australia on 8 November 2018 and at the meeting of shareholders of BHP Billiton
Plc held in London, United Kingdom on 17 October 2018.
As required by the Dual Listed Company 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 is detailed in Appendix 1. The additional information required in
respect of BHP Billiton Plc by the United Kingdom Companies Act 2006 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.
Rachel Agnew
Company Secretary
Sponsor: UBS South Africa (Pty) Limited
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209
Registered in Australia Registered in England and Wales
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered Office: 171 Collins Street, Melbourne Victoria 3000 Registered Office: Nova South, 160 Victoria Street, London SW1E 5LB,
United Kingdom
The headquarters of the BHP Group are in Australia
The poll results for BHP Billiton Limited and BHP Billiton Plc as follows:
Business Votes % Votes % Total Votes Abstentions Result
For Against Cast
1 To receive the 2018 3,239,518,707 99.55% 14,644,400 0.45% 3,254,163,107 45,627,327 CARRIED
Financial Statements
and Reports for BHP (an
ordinary resolution)
2 To reappoint KPMG LLP 3,197,327,039 97.44% 84,141,942 2.56% 3,281,468,981 18,309,787 CARRIED
as the auditor of BHP
Billiton Plc (an ordinary
resolution)
3 To authorise the Risk 3,280,872,740 99.61% 12,947,404 0.39% 3,293,820,144 5,961,497 CARRIED
and Audit Committee to
agree the remuneration
of the auditor of BHP
Billiton Plc (an ordinary
resolution)
4 To approve the general 3,173,894,313 96.40% 118,570,116 3.60% 3,292,464,429 7,312,636 CARRIED
authority to issue shares
in BHP Billiton Plc (an
ordinary resolution)
5 To approve the authority 3,212,528,606 97.58% 79,551,134 2.42% 3,292,079,740 7,709,593 CARRIED
to allot equity securities
in BHP Billiton Plc for
cash (a special
resolution)
6 To authorise the 3,268,516,237 99.23% 25,286,941 0.77% 3,293,803,178 5,961,020 CARRIED
repurchase of shares in
BHP Billiton Plc (a
special resolution)
7 To approve the 2018 3,135,868,496 96.61% 109,873,246 3.39% 3,245,741,742 53,711,796 CARRIED
Remuneration Report
other than the part
containing the Directors'
remuneration policy (a
non-binding ordinary
resolution)
8 To approve the 2018 3,099,521,262 95.22% 155,645,383 4.78% 3,255,166,645 44,236,128 CARRIED
Remuneration Report (a
non-binding ordinary
resolution)
9 To approve the grant to 3,195,078,496 97.03% 97,665,002 2.97% 3,292,743,498 7,029,924 CARRIED
the Executive Director
(an ordinary resolution)
10 To approve the change 3,289,122,463 99.86% 4,533,697 0.14% 3,293,656,160 6,121,397 CARRIED
of name of BHP Billiton
Limited and BHP Billiton
Plc (a special resolution)
11 To re-elect Terry Bowen 3,244,690,801 98.50% 49,401,630 1.50% 3,294,092,431 5,694,168 CARRIED
as a Director of BHP (an
ordinary resolution)
12 To re-elect Malcolm 3,181,079,949 99.54% 14,750,397 0.46% 3,195,830,346 103,959,117 CARRIED
Broomhead as a
Director of BHP (an
ordinary resolution)
Business Votes % Votes % Total Votes Abstentions Result
For Against Cast
13 To re-elect Anita Frew 3,278,860,417 99.54% 15,220,931 0.46% 3,294,081,348 5,685,663 CARRIED
as a Director of BHP (an
ordinary resolution)
14 To re-elect Carolyn 3,173,369,935 99.29% 22,538,720 0.71% 3,195,908,655 103,877,127 CARRIED
Hewson as a Director of
BHP (an ordinary
resolution)
15 To re-elect Andrew 3,257,787,360 98.89% 36,454,933 1.11% 3,294,242,293 5,548,308 CARRIED
Mackenzie as a Director
of BHP (an ordinary
resolution)
16 To re-elect Lindsay 3,084,513,943 96.88% 99,299,395 3.12% 3,183,813,338 115,975,083 CARRIED
Maxsted as a Director of
BHP (an ordinary
resolution)
17 To re-elect John 3,281,232,667 99.61% 12,755,223 0.39% 3,293,987,890 5,798,172 CARRIED
Mogford as a Director of
BHP (an ordinary
resolution)
18 To re-elect Shriti Vadera 3,178,705,754 99.47% 16,857,172 0.53% 3,195,562,926 104,223,742 CARRIED
as a Director of BHP (an
ordinary resolution)
19 To re-elect Ken 3,246,719,373 98.56% 47,393,733 1.44% 3,294,113,106 5,669,144 CARRIED
MacKenzie as a Director
of BHP (an ordinary
resolution)
APPENDIX 1
BHP Billiton Limited & BHP Billiton Plc - Final Proxy Position
Limited Plc
1 To receive the 2018 Financial Statements and Reports for BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,673,395,849 1,579,521,820
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,633,256,132 1,569,550,591
was to vote against the resolution 4,676,054 9,867,295
was to abstain on the resolution 37,333,878 8,292,371
may vote at the proxy's discretion 35,463,663 103,934
2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,314,658 1,571,913,365
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,664,851,568 1,495,663,709
was to vote against the resolution 7,975,162 76,146,148
was to abstain on the resolution 2,403,404 15,900,825
may vote at the proxy's discretion 35,487,928 103,508
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 votes exercisable by all proxies validly appointed 1,708,371,775 1,584,204,496
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,668,194,992 1,575,983,994
was to vote against the resolution 4,696,322 8,117,882
was to abstain on the resolution 2,350,373 3,609,696
may vote at the proxy's discretion 35,480,461 102,620
4 To approve the general authority to issue shares in BHP Billiton Plc (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,707,893,350 1,583,336,682
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,664,343,559 1,472,624,471
was to vote against the resolution 7,853,389 110,609,444
was to abstain on the resolution 2,823,258 4,477,510
may vote at the proxy's discretion 35,696,402 102,767
5 To approve the authority to allot equity securities in BHP Billiton Plc for cash (a special resolution)
Limited Plc
Total number of votes exercisable by all proxies validly appointed 1,707,453,540 1,583,390,890
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,665,926,665 1,509,705,294
was to vote against the resolution 5,859,409 73,582,600
was to abstain on the resolution 3,277,079 4,423,079
may vote at the proxy's discretion 35,667,466 102,996
6 To authorise the repurchase of shares in BHP Billiton Plc (a special resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,088,193 1,584,478,510
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,665,905,772 1,565,645,597
was to vote against the resolution 6,545,419 18,730,411
was to abstain on the resolution 2,617,019 3,334,211
may vote at the proxy's discretion 35,637,002 102,502
7 To approve the 2018 Remuneration Report other than the part containing the Directors' remuneration policy (a non-binding
ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,698,442,771 1,546,383,112
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,607,977,778 1,491,834,874
was to vote against the resolution 55,271,084 54,446,623
was to abstain on the resolution 12,264,153 41,422,167
may vote at the proxy's discretion 35,193,909 101,615
8 To approve the 2018 Remuneration Report (a non-binding ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,699,464,417 1,554,790,275
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,577,613,214 1,478,048,924
was to vote against the resolution 78,849,110 76,640,636
was to abstain on the resolution 11,240,749 32,965,997
may vote at the proxy's discretion 43,002,093 100,715
9 To approve the grant to the Executive Director (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,706,642,318 1,584,890,625
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,641,589,149 1,517,372,002
was to vote against the resolution 30,096,062 67,414,265
Limited Plc
was to abstain on the resolution 4,072,022 2,922,892
may vote at the proxy's discretion 34,957,107 104,358
10 To approve the change of name of BHP Billiton Limited and BHP Billiton Plc (a special resolution)
Total number of votes exercisable by all proxies validly appointed 1,707,668,016 1,584,751,460
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,668,354,003 1,584,023,029
was to vote against the resolution 3,892,398 627,385
was to abstain on the resolution 3,051,938 3,062,822
may vote at the proxy's discretion 35,421,615 101,046
11 To re-elect Terry Bowen as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,332,353 1,584,537,899
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,632,102,314 1,575,611,821
was to vote against the resolution 40,575,466 8,820,894
was to abstain on the resolution 2,394,582 3,276,383
may vote at the proxy's discretion 35,654,573 105,184
12 To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,390,371 1,486,219,015
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,667,297,061 1,476,995,736
was to vote against the resolution 5,625,860 9,119,075
was to abstain on the resolution 2,339,383 101,595,267
may vote at the proxy's discretion 35,467,450 104,204
13 To re-elect Anita Frew as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,298,342 1,584,554,239
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,666,542,182 1,575,432,760
was to vote against the resolution 6,199,981 9,017,990
was to abstain on the resolution 2,409,172 3,259,993
may vote at the proxy's discretion 35,556,179 103,489
14 To re-elect Carolyn Hewson as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,447,750 1,486,232,030
Limited Plc
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,663,226,415 1,473,342,281
was to vote against the resolution 9,747,944 12,786,260
was to abstain on the resolution 2,277,623 101,582,252
may vote at the proxy's discretion 35,473,391 103,489
15 To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,466,138 1,584,544,438
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,664,569,619 1,556,149,047
was to vote against the resolution 8,160,321 28,291,783
was to abstain on the resolution 2,264,616 3,269,844
may vote at the proxy's discretion 35,736,198 103,608
16 To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,267,259 1,474,323,890
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,630,213,326 1,417,448,433
was to vote against the resolution 42,407,457 56,771,253
was to abstain on the resolution 2,461,455 113,490,390
may vote at the proxy's discretion 35,646,476 104,204
17 To re-elect John Mogford as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,224,462 1,584,542,946
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,668,924,254 1,575,333,224
was to vote against the resolution 3,646,275 9,104,468
was to abstain on the resolution 2,505,253 3,271,336
may vote at the proxy's discretion 35,653,933 105,254
18 To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,133,906 1,486,205,042
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,664,851,719 1,477,045,923
was to vote against the resolution 7,799,730 9,051,356
was to abstain on the resolution 2,593,196 101,608,959
may vote at the proxy's discretion 35,482,457 107,763
Limited Plc
19 To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution)
Total number of votes exercisable by all proxies validly appointed 1,708,337,113 1,584,545,026
Total number of votes in respect of which the appointments specified that the proxy -
was to vote for the resolution 1,654,926,320 1,554,890,925
was to vote against the resolution 17,840,569 29,549,697
was to abstain on the resolution 2,393,641 3,269,166
may vote at the proxy's discretion 35,570,224 104,404
APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdom’s Companies Act 2006 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 17 October 2018) are:
Item of Business Votes cast
%*
1 To receive the 2018 Financial Statements and Reports for BHP 74.79%
2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc 74.43%
3 To authorise the Risk and Audit Committee to agree the remuneration of the
auditor of BHP Billiton Plc 75.01%
4 To approve the general authority to issue shares in BHP Billiton Plc 74.97%
5 To approve the authority to allot equity securities in BHP Billiton Plc for cash 74.97%
6 To authorise the repurchase of shares in BHP Billiton Plc 75.02%
7 To approve the 2018 Remuneration Report other than the part containing the
Directors’ remuneration policy 73.22%
8 To approve the 2018 Remuneration Report 73.62%
9 To approve the grant to the Executive Director 75.04%
10 To approve the change of name of BHP Billiton Limited and BHP Billiton Plc 75.03%
11 To re-elect Terry Bowen as a Director of BHP 75.02%
12 To re-elect Malcolm Broomhead as a Director of BHP 70.37%
13 To re-elect Anita Frew as a Director of BHP 75.02%
14 To re-elect Carolyn Hewson as a Director of BHP 70.37%
15 To re-elect Andrew Mackenzie as a Director of BHP 75.02%
16 To re-elect Lindsay Maxsted as a Director of BHP 69.81%
17 To re-elect John Mogford as a Director of BHP 75.02%
18 To re-elect Shriti Vadera as a Director of BHP 70.37%
19 To re-elect Ken MacKenzie as a Director of BHP 75.02%
*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.
Date: 08/11/2018 07:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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