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BHP 2019 AGM Results
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91
Group Governance
7 November 2019
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 Group
Limited held in Sydney, Australia on 7 November 2019 and at the meeting of shareholders of BHP Group
Plc held in London, United Kingdom on 17 October 2019.
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 Group Limited and BHP
Group Plc are attached.
The final proxy position for each company is detailed in Appendix 1. The additional information required in
respect of BHP Group 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 Group Limited ABN 49 004 028 077 BHP Group plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, 171 Collins Street Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015 Tel +44 20 7802 4000 Fax +44 20 7802 4111
Members of the BHP Group which is headquartered in Australia
The poll results for BHP Group Limited and BHP Group Plc as follows:
Business Votes % Votes % Total Votes Abstentions1 Result
For Against Cast
1 To receive the 2019 3,113,182,321 99.60% 12,565,307 0.40% 3,125,747,628 36,059,445 CARRIED
Financial Statements
and Reports for BHP
(an ordinary resolution)
2 To appoint Ernst & 3,153,312,644 99.90% 3,061,009 0.10% 3,156,373,653 5,431,081 CARRIED
Young as the auditor of
BHP Group Limited
and Ernst & Young
LLP as the auditor of
BHP Group Plc (an
ordinary resolution)
3 To authorise the Risk 3,150,595,541 99.83% 5,390,202 0.17% 3,155,985,743 5,801,538 CARRIED
and Audit Committee
to agree the
remuneration of the
auditor of BHP Group
Plc (an ordinary
resolution)
4 To approve the general 3,095,761,004 98.18% 57,296,223 1.82% 3,153,057,227 8,750,165 CARRIED
authority to issue
shares in BHP Group
Plc (an ordinary
resolution)
5 To approve the 3,095,772,396 98.19% 56,994,023 1.81% 3,152,766,419 9,039,487 CARRIED
authority to allot equity
securities in BHP
Group Plc for cash (a
special resolution)
6 To authorise the 3,134,981,652 99.36% 20,237,429 0.64% 3,155,219,081 6,553,647 CARRIED
repurchase of shares
in BHP Group Plc (a
special resolution)
7 To approve the 2,934,332,039 93.50% 203,907,720 6.50% 3,138,239,759 23,166,578 CARRIED
Directors’
remuneration policy
(an ordinary resolution)
8 To approve the 2019 3,054,188,352 97.25% 86,216,379 2.75% 3,140,404,731 21,012,150 CARRIED
Remuneration Report
other than the part
containing the
Directors’
remuneration policy (a
non-binding ordinary
resolution)
9 To approve the 2019 3,044,797,424 96.65% 105,394,556 3.35% 3,150,191,980 11,217,511 CARRIED
Remuneration Report
(a non-binding ordinary
resolution)
10 To approve the grant 3,072,293,401 97.48% 79,330,750 2.52% 3,151,624,151 10,460,699 CARRIED
to the Executive
Director (an ordinary
resolution)
11 To elect Ian Cockerill 3,149,581,523 99.82% 5,801,867 0.18% 3,155,383,390 6,433,861 CARRIED
as a Director of BHP
(an ordinary resolution)
Business Votes % Votes % Total Votes Abstentions1 Result
For Against Cast
12 To elect Susan Kilsby 3,122,110,362 98.94% 33,427,852 1.06% 3,155,538,214 6,271,454 CARRIED
as a Director of BHP
(an ordinary resolution)
13 To re-elect Terry 3,124,014,076 99.01% 31,257,113 0.99% 3,155,271,189 6,547,598 CARRIED
Bowen as a Director of
BHP (an ordinary
resolution)
14 To re-elect Malcolm 3,027,052,874 98.93% 32,716,019 1.07% 3,059,768,893 102,047,893 CARRIED
Broomhead as a
Director of BHP (an
ordinary resolution)
15 To re-elect Anita Frew 3,122,452,983 98.95% 33,228,397 1.05% 3,155,681,380 6,135,407 CARRIED
as a Director of BHP
(an ordinary resolution)
16 To re-elect Andrew 3,123,743,399 98.98% 32,305,653 1.02% 3,156,049,052 5,765,867 CARRIED
Mackenzie as a
Director of BHP (an
ordinary resolution)
17 To re-elect Lindsay 2,980,191,068 97.40% 79,567,527 2.60% 3,059,758,595 102,057,892 CARRIED
Maxsted as a Director
of BHP (an ordinary
resolution)
18 To re-elect John 3,124,165,627 99.01% 31,360,788 0.99% 3,155,526,415 6,290,372 CARRIED
Mogford as a Director
of BHP (an ordinary
resolution)
19 To re-elect Shriti 3,023,504,331 98.81% 36,352,546 1.19% 3,059,856,877 101,954,982 CARRIED
Vadera as a Director of
BHP (an ordinary
resolution)
20 To re-elect Ken 3,092,635,298 98.00% 63,120,017 2.00% 3,155,755,315 6,063,471 CARRIED
MacKenzie as a
Director of BHP (an
ordinary resolution)
21 To amend the 444,144,845 15.32% 2,455,287,247 84.68% 2,899,432,092 262,330,577 NOT
constitution of BHP CARRIED
Group Limited (a
special resolution)
Business Votes % Votes % Total Votes Abstentions1 Result
For Against Cast
Resolution 22 was NOT valid as it was conditional on Resolution 21 being approved by the required majority. Poll figures are
provided below for information purposes only and do not constitute a voting result.
22 To suspend 820,616,635 27.07% 2,210,659,290 72.93% 3,031,275,925 130,375,242 NOT
memberships of VALID
Industry Associations
that are involved in
lobbying inconsistent
with the goals of the
Paris Agreement (an
ordinary resolution, the
validity of which is
conditional on Item 21
being passed)2
1. In calculating the results of the respective polls under the joint electoral procedure, “withheld” votes at BHP Group Plc’s
meeting are aggregated with “abstained” votes at BHP Group Limited’s meeting. For all relevant purposes “withheld” votes and
“abstained” votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each
resolution.
2. BHP consulted extensively with its shareholders on Resolution 22 in the lead up to the Annual General Meetings and will be
conducting further consultations in the next few months in relation to shareholders’ views on this matter. The shareholder
consultations conducted to date helped inform the enhancements to the scope and methodology of BHP’s 2019 Industry
Association Review, which are outlined on the company’s website at https://www.bhp.com/our-approach/operating-with-
integrity/industry-associations-bhps-approach/2019-industry-association-review.
APPENDIX 1
BHP Group Limited & BHP Group Plc - Final Proxy Position
Limited Plc
1 To receive the 2019 Financial Statements and Reports for BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,569,372,532 1,552,627,984
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,537,065,060 1,543,360,176
- was to vote against the resolution 3,438,549 9,120,379
- was to abstain on the resolution 28,354,999 7,702,065
- may vote at the proxy's discretion 28,868,923 147,429
2 To appoint Ernst & Young as the auditor of BHP Group Limited and Ernst & Young LLP as the auditor of BHP Group Plc (an
ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,595,143,455 1,557,484,853
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,563,829,781 1,557,014,692
- was to vote against the resolution 2,721,696 332,827
- was to abstain on the resolution 2,581,736 2,845,197
- may vote at the proxy's discretion 28,591,978 137,334
3 To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc (an ordinary
resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,776,192 1,557,468,657
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,561,410,399 1,556,737,135
- was to vote against the resolution 4,778,190 594,129
- was to abstain on the resolution 2,931,546 2,861,393
- may vote at the proxy's discretion 28,587,603 137,393
4 To approve the general authority to issue shares in BHP Group Plc (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,258,130 1,555,070,683
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,558,570,677 1,504,960,851
- was to vote against the resolution 6,994,661 49,972,393
- was to abstain on the resolution 3,470,479 5,258,867
- may vote at the proxy's discretion 28,692,792 137,439
Limited Plc
5 To approve the authority to allot equity securities in BHP Group Plc for cash (a special resolution)
* Total number of votes exercisable by all proxies validly appointed 1,593,964,515 1,555,067,790
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,559,123,906 1,504,078,698
- was to vote against the resolution 6,109,195 50,851,053
- was to abstain on the resolution 3,762,108 5,262,260
- may vote at the proxy's discretion 28,731,414 138,039
6 To authorise the repurchase of shares in BHP Group Plc (a special resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,088,189 1,557,397,306
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,560,087,804 1,542,473,206
- was to vote against the resolution 5,425,374 14,785,089
- was to abstain on the resolution 3,606,555 2,931,445
- may vote at the proxy's discretion 28,575,011 139,011
7 To approve the Directors’ remuneration policy (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,589,799,645 1,545,439,698
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,483,944,394 1,418,931,950
- was to vote against the resolution 77,354,639 126,368,803
- was to abstain on the resolution 7,912,041 14,890,309
- may vote at the proxy's discretion 28,500,612 138,945
8 To approve the 2019 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 1,588,553,195 1,548,837,775
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,528,295,900 1,494,567,018
- was to vote against the resolution 31,998,403 54,131,447
- was to abstain on the resolution 9,168,993 11,492,274
- may vote at the proxy's discretion 28,258,892 139,310
9 To approve the 2019 Remuneration Report (a non-binding ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,589,913,221 1,557,271,099
* Total number of votes in respect of which the appointments specified that the proxy -
Limited Plc
- was to vote for the resolution 1,526,285,735 1,487,162,816
- was to vote against the resolution 35,284,225 69,969,029
- was to abstain on the resolution 7,802,077 3,058,450
- may vote at the proxy's discretion 28,343,261 139,254
10 To approve the grant to the Executive Director (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,590,023,118 1,557,871,509
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,538,700,181 1,501,646,593
- was to vote against the resolution 23,080,627 56,084,197
- was to abstain on the resolution 7,679,434 2,758,409
- may vote at the proxy's discretion 28,242,310 140,719
11 To elect Ian Cockerill as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,236,616 1,557,396,567
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,561,207,580 1,555,752,921
- was to vote against the resolution 4,285,459 1,506,312
- was to abstain on the resolution 3,489,999 2,933,363
- may vote at the proxy's discretion 28,743,577 137,334
12 To elect Susan Kilsby as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,389,626 1,557,398,962
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,546,871,859 1,542,744,888
- was to vote against the resolution 18,878,434 14,518,736
- was to abstain on the resolution 3,329,345 2,931,029
- may vote at the proxy's discretion 28,639,333 135,338
13 To re-elect Terry Bowen as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,136,622 1,557,396,172
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,560,969,600 1,530,432,037
- was to vote against the resolution 4,424,551 26,825,200
- was to abstain on the resolution 3,591,409 2,933,878
- may vote at the proxy's discretion 28,742,471 138,935
Limited Plc
14 To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,372,498 1,461,662,535
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,560,433,207 1,433,825,553
- was to vote against the resolution 5,004,894 27,697,499
- was to abstain on the resolution 3,356,533 98,667,514
- may vote at the proxy's discretion 28,934,397 139,483
15 To re-elect Anita Frew as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,609,821 1,557,329,002
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,559,746,360 1,530,043,504
- was to vote against the resolution 6,065,907 27,147,842
- was to abstain on the resolution 3,119,210 3,001,048
- may vote at the proxy's discretion 28,797,554 137,656
16 To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,896,877 1,557,400,094
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,560,768,326 1,530,434,254
- was to vote against the resolution 5,455,042 26,829,005
- was to abstain on the resolution 2,824,612 2,929,956
- may vote at the proxy's discretion 28,673,509 136,835
17 To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,484,326 1,461,522,862
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,526,675,555 1,420,827,824
- was to vote against the resolution 38,999,867 40,558,119
- was to abstain on the resolution 3,244,705 98,807,188
- may vote at the proxy's discretion 28,808,904 136,919
18 To re-elect John Mogford as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,405,041 1,557,383,117
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,561,553,346 1,529,924,893
Limited Plc
- was to vote against the resolution 4,031,279 27,320,890
- was to abstain on the resolution 3,323,990 2,946,933
- may vote at the proxy's discretion 28,820,416 137,334
19 To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,527,036 1,461,586,146
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,558,411,265 1,432,353,796
- was to vote against the resolution 7,250,381 29,089,002
- was to abstain on the resolution 3,198,067 98,742,904
- may vote at the proxy's discretion 28,865,390 143,348
20 To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,594,603,154 1,557,401,616
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,550,561,040 1,509,195,921
- was to vote against the resolution 15,038,020 48,067,261
- was to abstain on the resolution 3,125,877 2,927,433
- may vote at the proxy's discretion 29,004,094 138,434
21 To amend the constitution of BHP Group Limited (a special resolution)
* Total number of votes exercisable by all proxies validly appointed 1,499,715,407 1,396,086,514
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 152,449,967 289,452,233
- was to vote against the resolution 1,319,450,787 1,106,490,643
- was to abstain on the resolution 97,974,307 164,239,074
- may vote at the proxy's discretion 27,814,653 143,638
Limited Plc
Resolution 22 was NOT valid as it was conditional on Resolution 21 being approved by the required majority. Proxy figures
are provided below for information purposes only.
22 To suspend memberships of Industry Associations that are involved in lobbying inconsistent with the goals of the Paris
Agreement (an ordinary resolution, the validity of which is conditional on Item 21 being passed)
* Total number of votes exercisable by all proxies validly appointed 1,587,854,333 1,439,923,426
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 472,571,252 345,799,507
- was to vote against the resolution 1,087,762,035 1,093,979,115
- was to abstain on the resolution 9,845,544 120,406,023
- may vote at the proxy's discretion 27,521,046 144,804
APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdom’s Companies Act 2006 and in respect of BHP Group Plc, the
votes validly cast1 as a percentage of the company’s total issued share capital (as at 6pm on 17 October 2019) are:
Item of Business Votes cast
%1
1 To receive the 2019 Financial Statements and Reports for BHP 73.62%
2 To appoint Ernst & Young LLP as the auditor of BHP Group Plc and Ernst & 73.85%
Young as the auditor of BHP Group Limited
3 To authorise the Risk and Audit Committee to agree the remuneration of the 73.84%
auditor of BHP Group Plc
4 To approve the general authority to issue shares in BHP Group Plc 73.73%
5 To approve the authority to allot equity securities in BHP Group Plc for cash 73.73%
6 To authorise the repurchase of shares in BHP Group Plc 73.84%
7 To approve the Directors’ remuneration policy 73.27%
8 To approve the 2019 Remuneration Report other than the part containing the 73.44%
Directors’ remuneration policy
9 To approve the 2019 Remuneration Report 73.83%
10 To approve the grant to the Executive Director 73.86%
11 To elect Ian Cockerill as a Director of BHP 73.84%
12 To elect Susan Kilsby as a Director of BHP 73.84%
13 To re-elect Terry Bowen as a Director of BHP 73.84%
14 To re-elect Malcolm Broomhead as a Director of BHP 69.31%
15 To re-elect Anita Frew as a Director of BHP 73.84%
16 To re-elect Andrew Mackenzie as a Director of BHP 73.84%
17 To re-elect Lindsay Maxsted as a Director of BHP 69.30%
18 To re-elect John Mogford as a Director of BHP 73.84%
19 To re-elect Shriti Vadera as a Director of BHP 69.31%
20 To re-elect Ken MacKenzie as a Director of BHP 73.84%
21 To amend the constitution of BHP Group Limited 66.20%
22 To suspend memberships of Industry Associations that are involved in 68.28%
lobbying inconsistent with the goals of the Paris Agreement2
1. This calculation does not include the votes cast at the BHP Group Limited Annual General Meeting which are added to
the votes cast at the BHP Group Plc Annual General Meeting to give the final result in relation to each resolution. Final
poll results for BHP Group Plc and BHP Group Limited can be found on pages 2 to 4 of this announcement.
2.Resolution 22 was not valid as it was conditional on Resolution 21 being approved by the required majority. The
information contained above is for information purposes only.
Date: 07/11/2019 07:19:00
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