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BHP 2017 AGM Results
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
Group Governance
16 November 2017
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 Melbourne, Australia on 16 November 2017 and at the meeting of shareholders of BHP
Billiton Plc held in London, United Kingdom on 19 October 2017.
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 (excluding the 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 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
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: 171 Collins Street, Melbourne Victoria 3000 Registered Office: Nova South, 160 Victoria Street, London SW1V 1LH
United Kingdom
The headquarters of the BHP Group are in Australia
The poll results for BHP Billiton Limited and BHP Billiton Plc are as follows:
Business Votes Votes Total Votes Abstentions Result
For Against Cast
1 To receive the 2017 3,097,930,775 19,764,171 3,117,694,946 42,378,709 CARRIED
Financial Statements
and Reports for BHP
(an ordinary
resolution)
2 To reappoint KPMG 3,064,163,241 88,281,931 3,152,445,172 7,621,078 CARRIED
LLP as the auditor of
BHP Billiton Plc (an
ordinary resolution)
3 To authorise the Risk 3,145,093,883 8,556,549 3,153,650,432 6,424,674 CARRIED
and Audit Committee
to agree the
remuneration of the
auditor of BHP Billiton
Plc (an ordinary
resolution)
4 To approve the 3,087,218,886 66,843,067 3,154,061,953 6,001,860 CARRIED
general authority to
issue shares in BHP
Billiton Plc (an ordinary
resolution)
5 To approve the 3,071,357,047 81,392,054 3,152,749,101 7,321,837 CARRIED
authority to allot equity
securities in BHP
Billiton Plc for cash (a
special resolution)
6 To approve the 3,130,150,212 23,227,136 3,153,377,348 6,616,521 CARRIED
repurchase of shares
in BHP Billiton Plc (a
special resolution)
7 To approve the 3,059,094,279 90,948,519 3,150,042,798 9,658,674 CARRIED
Directors’
remuneration policy
(ordinary resolution)
8 To approve the 2017 3,080,606,484 70,946,599 3,151,553,083 8,163,117 CARRIED
Remuneration Report
other than the part
containing the
Directors’
remuneration policy (a
non-binding ordinary
resolution)
9 To approve the 2017 3,052,369,775 98,906,887 3,151,276,662 8,442,607 CARRIED
Remuneration Report
(a non-binding
ordinary resolution)
Business Votes Votes Total Votes Abstentions Result
For Against Cast
10 To approve leaving 3,100,854,716 50,999,746 3,151,854,462 8,153,740 CARRIED
entitlements (an
ordinary resolution)
11 To approve the grant 2,953,318,363 132,551,406 3,085,869,769 74,099,923 CARRIED
to the Executive
Director (an ordinary
resolution)
12 To elect Terry Bowen 3,148,488,724 6,114,635 3,154,603,359 5,419,630 CARRIED
as a Director of BHP
(an ordinary
resolution)
13 To elect John Mogford 3,148,497,170 6,096,091 3,154,593,261 5,430,928 CARRIED
as a Director of BHP
(an ordinary
resolution)
14 To re-elect Malcolm 2,983,547,960 105,360,998 3,088,908,958 71,096,934 CARRIED
Broomhead as a
Director of BHP (an
ordinary resolution)
15 To re-elect Anita Frew 3,141,101,183 14,113,798 3,155,214,981 4,802,008 CARRIED
as a Director of BHP
(an ordinary
resolution)
16 To re-elect Carolyn 3,031,320,551 58,055,548 3,089,376,099 70,647,518 CARRIED
Hewson as a Director
of BHP (an ordinary
resolution)
17 To re-elect Andrew 3,020,137,241 69,377,684 3,089,514,925 70,500,598 CARRIED
Mackenzie as a
Director of BHP (an
ordinary resolution)
18 To re-elect Lindsay 2,979,744,078 109,261,158 3,089,005,236 71,015,119 CARRIED
Maxsted as a Director
of BHP (an ordinary
resolution)
19 To re-elect Wayne 2,994,065,688 94,848,640 3,088,914,328 71,069,611 CARRIED
Murdy as a Director of
BHP (an ordinary
resolution)
20 To re-elect Shriti 3,031,212,083 57,851,267 3,089,063,350 70,954,234 CARRIED
Vadera as a Director
of BHP (an ordinary
resolution)
21 To re-elect Ken 3,139,340,998 16,888,514 3,156,229,512 4,792,677 CARRIED
MacKenzie as a
Director of BHP (an
ordinary resolution)
Business Votes Votes Total Votes Abstentions Result
For Against Cast
22 To amend the 213,222,254 2,784,913,522 2,998,135,776 161,717,485 NOT
constitution of BHP CARRIED
Billiton Limited (a
special resolution)
23 To approve member 271,863,280 2,724,156,806 2,996,020,086 163,915,773 NOT
request on public VALID
policy advocacy on
climate change and
energy (an ordinary
resolution, the validity
of which is conditional
on Item 22 being
passed)
Appendix 1
BHP Billiton Limited & BHP Billiton Plc - Final Proxy Position
Limited Plc
1 To receive the 2017 Financial Statements and Reports for BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,647,288,286 1,469,257,843
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,609,046,433 1,454,059,932
- was to vote against the resolution 4,781,804 14,979,252
- was to abstain on the resolution 39,292,569 3,072,504
- may vote at the proxy's discretion 33,460,049 218,659
2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,682,793,155 1,468,516,074
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,641,125,559 1,388,339,366
- was to vote against the resolution 8,341,692 79,938,191
- was to abstain on the resolution 3,784,180 3,814,273
- may vote at the proxy's discretion 33,325,904 238,517
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 1,682,413,348 1,470,084,405
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,642,402,774 1,467,754,290
- was to vote against the resolution 6,441,036 2,092,818
- was to abstain on the resolution 4,167,662 2,245,343
- may vote at the proxy's discretion 33,569,538 237,297
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 1,681,910,008 1,471,005,494
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,638,369,629 1,414,023,251
Limited Plc
- was to vote against the resolution 10,064,573 56,756,199
- was to abstain on the resolution 4,671,107 1,324,854
- may vote at the proxy's discretion 33,475,806 226,044
5 To approve the authority to allot equity securities in BHP Billiton Plc for cash (a special resolution)
* Total number of votes exercisable by all proxies validly 1,681,654,027 1,469,939,037
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,638,280,969 1,398,218,238
- was to vote against the resolution 9,869,822 71,494,327
- was to abstain on the resolution 4,927,073 2,388,451
- may vote at the proxy's discretion 33,503,236 226,472
6 To approve the repurchase of shares in BHP Billiton Plc (a special resolution)
* Total number of votes exercisable by all proxies validly 1,682,123,174 1,470,100,758
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,642,689,615 1,452,572,192
- was to vote against the resolution 5,894,810 17,304,757
- was to abstain on the resolution 4,376,000 2,229,589
- may vote at the proxy's discretion 33,538,749 223,809
7 To approve the Directors’ remuneration policy (ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,678,890,562 1,470,268,144
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,613,993,748 1,411,103,720
- was to vote against the resolution 31,847,855 58,940,341
- was to abstain on the resolution 7,579,942 2,059,226
- may vote at the proxy's discretion 33,048,959 224,083
8 To approve the 2017 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 1,680,360,581 1,470,307,357
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
Limited Plc
- was to vote for the resolution 1,618,694,341 1,427,997,984
- was to vote against the resolution 28,731,863 42,084,445
- was to abstain on the resolution 6,117,766 2,022,585
- may vote at the proxy's discretion 32,934,377 224,928
9 To approve the 2017 Remuneration Report (a non-binding ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,680,158,411 1,470,283,405
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,615,090,490 1,403,411,145
- was to vote against the resolution 32,179,853 66,644,333
- was to abstain on the resolution 6,315,400 2,046,942
- may vote at the proxy's discretion 32,888,068 227,927
10 To approve leaving entitlements (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,680,750,500 1,470,057,485
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,623,092,766 1,443,637,569
- was to vote against the resolution 24,735,133 26,192,813
- was to abstain on the resolution 5,815,484 2,271,583
- may vote at the proxy's discretion 32,922,601 227,103
11 To approve the grant to the Executive Director (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,681,114,563 1,403,600,603
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,614,885,588 1,304,235,658
- was to vote against the resolution 33,319,641 99,131,847
- was to abstain on the resolution 5,361,960 68,729,394
- may vote at the proxy's discretion 32,909,334 233,098
12 To elect Terry Bowen as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,682,936,702 1,470,503,211
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
Limited Plc
- was to vote for the resolution 1,644,277,514 1,469,091,887
- was to vote against the resolution 4,931,029 1,180,305
- was to abstain on the resolution 3,589,413 1,825,937
- may vote at the proxy's discretion 33,728,159 231,019
13 To elect John Mogford as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,682,921,749 1,470,508,066
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,644,248,168 1,469,112,741
- was to vote against the resolution 4,921,549 1,164,606
- was to abstain on the resolution 3,604,366 1,822,282
- may vote at the proxy's discretion 33,752,032 230,719
14 To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,298,636 1,404,460,845
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,600,487,820 1,348,037,914
- was to vote against the resolution 49,159,077 56,189,405
- was to abstain on the resolution 3,217,382 67,869,503
- may vote at the proxy's discretion 33,651,739 233,526
15 To re-elect Anita Frew as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,548,981 1,470,512,335
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,640,758,230 1,465,341,608
- was to vote against the resolution 9,159,571 4,941,736
- was to abstain on the resolution 2,976,134 1,818,013
- may vote at the proxy's discretion 33,631,180 228,991
16 To re-elect Carolyn Hewson as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,687,901 1,404,526,280
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
Limited Plc
- was to vote for the resolution 1,638,851,425 1,357,526,054
- was to vote against the resolution 11,264,932 46,770,700
- was to abstain on the resolution 2,837,842 67,803,868
- may vote at the proxy's discretion 33,571,544 229,526
17 To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,590,025 1,404,757,865
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,633,948,707 1,351,243,819
- was to vote against the resolution 16,083,200 53,289,705
- was to abstain on the resolution 2,935,625 67,572,483
- may vote at the proxy's discretion 33,558,118 224,341
18 To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,352,781 1,404,523,742
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,607,630,871 1,337,221,635
- was to vote against the resolution 42,132,253 67,073,066
- was to abstain on the resolution 3,172,034 67,806,072
- may vote at the proxy's discretion 33,589,657 229,041
19 To re-elect Wayne Murdy as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,236,231 1,404,523,519
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,600,505,517 1,358,333,860
- was to vote against the resolution 48,861,287 45,960,408
- was to abstain on the resolution 3,257,834 67,806,829
- may vote at the proxy's discretion 33,869,427 229,251
20 To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,388,237 1,404,519,400
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
Limited Plc
- was to vote for the resolution 1,637,628,743 1,358,452,760
- was to vote against the resolution 11,998,865 45,840,458
- was to abstain on the resolution 3,137,578 67,810,948
- may vote at the proxy's discretion 33,760,629 226,182
21 To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly 1,683,559,654 1,471,508,274
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,644,364,255 1,459,570,003
- was to vote against the resolution 5,176,467 11,708,842
- was to abstain on the resolution 2,966,461 1,822,074
- may vote at the proxy's discretion 34,018,932 229,429
22 To amend the constitution of BHP Billiton Limited (a special resolution)
* Total number of votes exercisable by all proxies validly 1,653,870,405 1,353,028,992
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 116,370,837 96,573,354
- was to vote against the resolution 1,504,887,072 1,256,252,089
- was to abstain on the resolution 32,667,698 119,117,019
- may vote at the proxy's discretion 32,612,496 203,549
This Item was not passed.
23 To approve member request on public policy advocacy on climate change and energy (an ordinary
resolution, the validity of which was conditional on Item 22 being passed)
* Total number of votes exercisable by all proxies validly 1,643,595,587 1,361,146,182
appointed
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 165,224,876 106,362,396
- was to vote against the resolution 1,445,863,990 1,254,576,244
- was to abstain on the resolution 42,971,017 111,054,236
- may vote at the proxy's discretion 32,506,721 207,542
As Item 22 was not passed, Item 23 was not valid.
APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdom 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 19
October 2017) are:
Item of Business Votes cast
%*
1 To receive the 2017 Financial Statements and Reports for BHP 69.57%
2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc 69.53%
3 To authorise the Risk and Audit Committee to agree the remuneration 69.60%
of the auditor of BHP Billiton Plc
4 To approve the general authority to issue shares in BHP Billiton Plc 69.65%
5 To approve the authority to allot equity securities in BHP Billiton Plc for 69.60%
cash
6 To approve the repurchase of shares in BHP Billiton Plc 69.61%
7 To approve the Directors’ remuneration policy 69.61%
8 To approve the 2017 Remuneration Report other than the part 69.62%
containing the Directors’ remuneration policy
9 To approve the 2017 Remuneration Report 69.61%
10 To approve leaving entitlements 69.60%
11 To approve the grant to the Executive Director 66.46%
12 To elect Terry Bowen as a Director of BHP 69.62%
13 To elect John Mogford as a Director of BHP 69.62%
14 To re-elect Malcolm Broomhead as a Director of BHP 66.50%
15 To re-elect Anita Frew as a Director of BHP 69.62%
16 To re-elect Carolyn Hewson as a Director of BHP 66.50%
17 To re-elect Andrew Mackenzie as a Director of BHP 66.51%
18 To re-elect Lindsay Maxsted as a Director of BHP 66.50%
19 To re-elect Wayne Murdy as a Director of BHP 66.50%
20 To re-elect Shriti Vadera as a Director of BHP 66.50%
21 To re-elect Ken MacKenzie as a Director of BHP 69.67%
22 To amend the constitution of BHP Billiton Limited 64.06%
23 To approve member request on public policy advocacy on climate 64.45%
change and energy
*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: 16/11/2017 09:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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