UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
November 8, 2018
BHP BILLITON LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA (Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices) |
BHP BILLITON PLC (REG. NO. 3196209) (Exact name of Registrant as specified in its charter)
ENGLAND AND WALES (Jurisdiction of incorporation or organisation)
NOVA SOUTH, 160 VICTORIA STREET LONDON, SW1E 5LB UNITED KINGDOM (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
BHP Billiton Limited | BHP Billiton Plc | |||
171 Collins Street | Nova South, 160 Victoria Street | |||
Melbourne Victoria 3000 Australia | London SW1E 5LB 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 | bhp.com | |||
bhp.com |
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
BHP Billiton Limited ABN 49 004 028 077 Registered in Australia LEI WZE1WSENV6JSZFK0JC28 Registered Office: 171 Collins Street, Melbourne Victoria 3000 |
BHP Billiton Plc Registration number 3196209 Registered in England and Wales LEI 549300C116EOWV835768 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 For | % | Votes Against | % | Total Votes Cast | Abstentions | Result | |||||||||||||||||||||
1 |
To receive the 2018 Financial Statements and Reports for BHP (an ordinary resolution) | 3,239,518,707 | 99.55 | % | 14,644,400 | 0.45 | % | 3,254,163,107 | 45,627,327 | CARRIED | ||||||||||||||||||
2 |
To reappoint KPMG LLP as the auditor of BHP Billiton Plc (an ordinary resolution) | 3,197,327,039 | 97.44 | % | 84,141,942 | 2.56 | % | 3,281,468,981 | 18,309,787 | CARRIED | ||||||||||||||||||
3 |
To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Billiton Plc (an ordinary resolution) | 3,280,872,740 | 99.61 | % | 12,947,404 | 0.39 | % | 3,293,820,144 | 5,961,497 | CARRIED | ||||||||||||||||||
4 |
To approve the general authority to issue shares in BHP Billiton Plc (an ordinary resolution) | 3,173,894,313 | 96.40 | % | 118,570,116 | 3.60 | % | 3,292,464,429 | 7,312,636 | CARRIED | ||||||||||||||||||
5 |
To approve the authority to allot equity securities in BHP Billiton Plc for cash (a special resolution) | 3,212,528,606 | 97.58 | % | 79,551,134 | 2.42 | % | 3,292,079,740 | 7,709,593 | CARRIED | ||||||||||||||||||
6 |
To authorise the repurchase of shares in BHP Billiton Plc (a special resolution) | 3,268,516,237 | 99.23 | % | 25,286,941 | 0.77 | % | 3,293,803,178 | 5,961,020 | CARRIED | ||||||||||||||||||
7 |
To approve the 2018 Remuneration Report other than the part containing the Directors remuneration policy (a non-binding ordinary resolution) | 3,135,868,496 | 96.61 | % | 109,873,246 | 3.39 | % | 3,245,741,742 | 53,711,796 | CARRIED | ||||||||||||||||||
8 |
To approve the 2018 Remuneration Report (a non-binding ordinary resolution) | 3,099,521,262 | 95.22 | % | 155,645,383 | 4.78 | % | 3,255,166,645 | 44,236,128 | CARRIED | ||||||||||||||||||
9 |
To approve the grant to the Executive Director (an ordinary resolution) | 3,195,078,496 | 97.03 | % | 97,665,002 | 2.97 | % | 3,292,743,498 | 7,029,924 | CARRIED | ||||||||||||||||||
10 |
To approve the change of name of BHP Billiton Limited and BHP Billiton Plc (a special resolution) | 3,289,122,463 | 99.86 | % | 4,533,697 | 0.14 | % | 3,293,656,160 | 6,121,397 | CARRIED | ||||||||||||||||||
11 |
To re-elect Terry Bowen as a Director of BHP (an ordinary resolution) | 3,244,690,801 | 98.50 | % | 49,401,630 | 1.50 | % | 3,294,092,431 | 5,694,168 | CARRIED |
Business |
Votes For | % | Votes Against | % | Total Votes Cast | Abstentions | Result | |||||||||||||||||||||
12 |
To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution) | 3,181,079,949 | 99.54 | % | 14,750,397 | 0.46 | % | 3,195,830,346 | 103,959,117 | CARRIED | ||||||||||||||||||
13 |
To re-elect Anita Frew as a Director of BHP (an ordinary resolution) | 3,278,860,417 | 99.54 | % | 15,220,931 | 0.46 | % | 3,294,081,348 | 5,685,663 | CARRIED | ||||||||||||||||||
14 |
To re-elect Carolyn Hewson as a Director of BHP (an ordinary resolution) | 3,173,369,935 | 99.29 | % | 22,538,720 | 0.71 | % | 3,195,908,655 | 103,877,127 | CARRIED | ||||||||||||||||||
15 |
To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution) | 3,257,787,360 | 98.89 | % | 36,454,933 | 1.11 | % | 3,294,242,293 | 5,548,308 | CARRIED | ||||||||||||||||||
16 |
To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution) | 3,084,513,943 | 96.88 | % | 99,299,395 | 3.12 | % | 3,183,813,338 | 115,975,083 | CARRIED | ||||||||||||||||||
17 |
To re-elect John Mogford as a Director of BHP (an ordinary resolution) | 3,281,232,667 | 99.61 | % | 12,755,223 | 0.39 | % | 3,293,987,890 | 5,798,172 | CARRIED | ||||||||||||||||||
18 |
To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution) | 3,178,705,754 | 99.47 | % | 16,857,172 | 0.53 | % | 3,195,562,926 | 104,223,742 | CARRIED | ||||||||||||||||||
19 |
To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution) | 3,246,719,373 | 98.56 | % | 47,393,733 | 1.44 | % | 3,294,113,106 | 5,669,144 | CARRIED |
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) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,673,395,849 | 1,579,521,820 | |||||||
Þ |
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 proxys discretion | 35,463,663 | 103,934 | |||||||
2 |
To reappoint KPMG LLP as the auditor of BHP Billiton Plc (an ordinary resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,314,658 | 1,571,913,365 | |||||||
Þ |
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 proxys 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) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,371,775 | 1,584,204,496 | |||||||
Þ |
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 proxys discretion | 35,480,461 | 102,620 | |||||||
4 |
To approve the general authority to issue shares in BHP Billiton Plc (an ordinary resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,707,893,350 | 1,583,336,682 | |||||||
Þ |
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 proxys discretion | 35,696,402 | 102,767 |
Limited | Plc | |||||||||
5 |
To approve the authority to allot equity securities in BHP Billiton Plc for cash (a special resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,707,453,540 | 1,583,390,890 | |||||||
Þ |
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 proxys discretion | 35,667,466 | 102,996 | |||||||
6 |
To authorise the repurchase of shares in BHP Billiton Plc (a special resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,088,193 | 1,584,478,510 | |||||||
Þ |
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 proxys 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) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,698,442,771 | 1,546,383,112 | |||||||
Þ |
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 proxys discretion | 35,193,909 | 101,615 | |||||||
8 |
To approve the 2018 Remuneration Report (a non-binding ordinary resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,699,464,417 | 1,554,790,275 | |||||||
Þ |
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 proxys discretion | 43,002,093 | 100,715 |
Limited | Plc | |||||||||
9 |
To approve the grant to the Executive Director (an ordinary resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,706,642,318 | 1,584,890,625 | |||||||
Þ |
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 | |||||||
◆ |
was to abstain on the resolution | 4,072,022 | 2,922,892 | |||||||
◆ |
may vote at the proxys discretion | 34,957,107 | 104,358 | |||||||
10 |
To approve the change of name of BHP Billiton Limited and BHP Billiton Plc (a special resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,707,668,016 | 1,584,751,460 | |||||||
Þ |
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 proxys discretion | 35,421,615 | 101,046 | |||||||
11 |
To re-elect Terry Bowen as a Director of BHP (an ordinary resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,332,353 | 1,584,537,899 | |||||||
Þ |
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 proxys discretion | 35,654,573 | 105,184 | |||||||
12 |
To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,390,371 | 1,486,219,015 | |||||||
Þ |
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 proxys discretion | 35,467,450 | 104,204 |
Limited | Plc | |||||||||
13 |
To re-elect Anita Frew as a Director of BHP (an ordinary resolution) | |||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,298,342 | 1,584,554,239 | |||||||
Þ |
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 proxys discretion | 35,556,179 | 103,489 | |||||||
14 |
To re-elect Carolyn Hewson as a Director of BHP (an ordinary resolution) |
| ||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,447,750 | 1,486,232,030 | |||||||
Þ |
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 proxys discretion | 35,473,391 | 103,489 | |||||||
15 |
To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution) |
| ||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,466,138 | 1,584,544,438 | |||||||
Þ |
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 proxys discretion | 35,736,198 | 103,608 | |||||||
16 |
To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution) |
| ||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,267,259 | 1,474,323,890 | |||||||
Þ |
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 proxys discretion | 35,646,476 | 104,204 | |||||||
17 |
To re-elect John Mogford as a Director of BHP (an ordinary resolution) |
| ||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,224,462 | 1,584,542,946 | |||||||
Þ |
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 proxys discretion | 35,653,933 | 105,254 |
Limited | Plc | |||||||||
18 |
To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution) |
| ||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,133,906 | 1,486,205,042 | |||||||
Þ |
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 proxys discretion | 35,482,457 | 107,763 | |||||||
19 |
To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution) |
| ||||||||
Þ |
Total number of votes exercisable by all proxies validly appointed | 1,708,337,113 | 1,584,545,026 | |||||||
Þ |
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 proxys discretion | 35,570,224 | 104,404 |
APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdoms Companies Act 2006 and in respect of BHP Billiton Plc, the votes validly cast* as a percentage of the companys 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BHP Billiton Limited and BHP Billiton Plc | ||||
Date: November 8, 2018 |
By: | /s/ Rachel Agnew | ||
Name: | Rachel Agnew | |||
Title: | Company Secretary |