TIDMBHP
RNS Number : 1041S
BHP Group PLC
11 November 2021
11 November 2021
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 virtually in
Australia on 11 November 2021 and at the meeting of shareholders of
BHP Group Plc held in London, United Kingdom on 14 October
2021.
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 proposed at the Annual General
Meetings has been submitted to the FCA National Storage Mechanism
and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
The poll results for BHP Group Limited and BHP Group Plc are as
follows:
Business Votes % Votes % Total Votes Abstentions Result
For Against Cast (1)
To receive the
2021 Financial
Statements and
1 Reports for BHP 2,917,916,080 99.96% 1,172,702 0.04% 2,919,088,782 40,075,352 CARRIED
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
2 To reappoint 2,943,697,799 99.68% 9,513,453 0.32% 2,953,211,252 5,928,318 CARRIED
Ernst & Young
LLP as the
auditor of BHP
Group Plc
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
3 To authorise 2,950,237,164 99.90% 2,941,725 0.10% 2,953,178,889 5,940,312 CARRIED
the Risk and
Audit Committee
to agree the
remuneration of
Ernst & Young
LLP as
the auditor of
BHP Group Plc
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
4 To approve the 2,906,368,585 98.43% 46,482,188 1.57% 2,952,850,773 6,288,665 CARRIED
general
authority to
issue shares in
BHP Group Plc
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
5 To approve the 2,908,814,113 98.55% 42,944,412 1.45% 2,951,758,525 7,381,093 CARRIED
authority to
allot equity
securities in
BHP Group Plc
for cash
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
6 To authorise 2,848,947,686 97.67% 67,960,760 2.33% 2,916,908,446 42,208,767 CARRIED
the repurchase
of shares in
BHP Group Plc
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
7 To approve the 2,874,542,978 97.56% 71,929,211 2.44% 2,946,472,189 12,534,505 CARRIED
2021
Remuneration
Report other
than the part
containing the
Directors'
remuneration
policy
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
To approve the
2021
Remuneration
8 Report 2,859,834,285 97.07% 86,271,417 2.93% 2,946,105,702 12,901,951 CARRIED
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
9 To approve the 2,908,345,010 98.63% 40,410,898 1.37% 2,948,755,908 10,271,293 CARRIED
grant to the
Executive
Director
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
10 To re-elect 2,877,630,976 97.51% 73,340,139 2.49% 2,950,971,115 8,165,673 CARRIED
Terry Bowen as
a Director of
BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
11 To re-elect 2,893,894,111 98.07% 56,945,602 1.93% 2,950,839,713 8,296,286 CARRIED
Malcolm
Broomhead as a
Director of BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
12 To re-elect 2,886,567,918 98.01% 58,740,365 1.99% 2,945,308,283 13,827,716 CARRIED
Xiaoqun Clever
as a Director
of BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
13 To re-elect Ian 2,907,216,897 98.52% 43,625,562 1.48% 2,950,842,459 8,289,720 CARRIED
Cockerill as a
Director of BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
14 To re-elect 2,897,041,858 98.17% 54,147,886 1.83% 2,951,189,744 8,006,285 CARRIED
Gary Goldberg
as a Director
of BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
15 To re-elect 2,913,239,342 98.69% 38,627,091 1.31% 2,951,866,433 7,262,292 CARRIED
Mike Henry as a
Director of BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
16 To re-elect Ken 2,797,919,942 95.06% 145,318,420 4.94% 2,943,238,362 15,907,981 CARRIED
MacKenzie as a
Director of BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
17 To re-elect 2,887,962,402 98.17% 53,792,430 1.83% 2,941,754,832 17,378,157 CARRIED
John Mogford as
a Director of
BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
18 To re-elect 2,891,094,408 97.96% 60,245,733 2.04% 2,951,340,141 7,796,518 CARRIED
Christine
O'Reilly as a
Director of BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
19 To re-elect 2,908,245,901 98.56% 42,495,268 1.44% 2,950,741,169 8,394,820 CARRIED
Dion Weisler as
a Director of
BHP
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
20 To approve 2,421,274,713 84.90% 430,725,050 15.10% 2,851,999,763 107,150,517 CARRIED
BHP's Climate
Transition
Action Plan
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
Amendment to
the
21 Constitution 327,821,819 11.83% 2,442,964,657 88.17% 2,770,786,476 188,332,160 NOT CARRIED
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
Resolution 22 and Resolution 23 were conditional on Resolution 21 passing. Resolution 21 did
not pass so Resolution 22 and 23 are therefore not valid resolutions. Poll figures are provided
for information purposes only and do not constitute a voting result.
Climate-related
22 lobbying 2,915,967,704 98.92% 31,935,827 1.08% 2,947,903,531 11,003,241 CARRIED
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
Capital
23 Protection 409,357,356 14.20% 2,474,194,304 85.80% 2,883,551,660 75,594,829 NOT VALID
---------------- -------------- ------- -------------- ------- -------------- --------------- ------------
(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.
APPIX 1
BHP Group Limited & BHP Group Plc - Final Proxy Position
Limited Plc
1 To receive the 2021 Financial Statements and Reports for BHP
* Total number of votes exercisable by all proxies validly appointed 1,464,431,198 1,454,039,417
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,451,382,765 1,453,719,542
- was to vote against the resolution 940,275 232,425
- was to abstain on the resolution 26,427,638 13,634,929
- may vote at the proxy's discretion 12,108,158 87,450
2 To reappoint Ernst & Young LLP as the auditor of BHP Group Plc
* Total number of votes exercisable by all proxies validly appointed 1,487,594,810 1,465,019,141
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,474,206,236 1,456,713,147
- was to vote against the resolution 1,282,751 8,228,505
- was to abstain on the resolution 3,264,026 2,655,205
- may vote at the proxy's discretion 12,105,823 77,489
3 To authorise the Risk and Audit Committee to agree the remuneration of Ernst & Young LLP as
the auditor of BHP Group Plc
* Total number of votes exercisable by all proxies validly appointed 1,487,572,574 1,465,014,664
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,473,470,909 1,463,942,935
- was to vote against the resolution 1,939,461 994,290
- was to abstain on the resolution 3,266,025 2,659,682
- may vote at the proxy's discretion 12,162,204 77,439
4 To approve the general authority to issue shares in BHP Group Plc
* Total number of votes exercisable by all proxies validly appointed 1,487,321,352 1,464,943,947
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,472,683,542 1,420,767,841
- was to vote against the resolution 2,376,657 44,097,350
- was to abstain on the resolution 3,537,484 2,730,399
- may vote at the proxy's discretion 12,261,153 78,756
5 To approve the authority to allot equity securities in BHP Group Plc for cash
* Total number of votes exercisable by all proxies validly appointed 1,486,671,041 1,464,506,617
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,471,510,787 1,424,569,164
- was to vote against the resolution 3,078,614 39,856,323
- was to abstain on the resolution 4,187,975 3,167,729
- may vote at the proxy's discretion 12,081,640 81,130
6 To authorise the repurchase of shares in BHP Group Plc
* Total number of votes exercisable by all proxies validly appointed 1,483,748,567 1,432,575,745
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,468,190,552 1,367,904,289
- was to vote against the resolution 3,357,330 64,593,712
- was to abstain on the resolution 7,088,045 35,098,600
- may vote at the proxy's discretion 12,200,685 77,744
7 To approve the 2021 Remuneration Report other than the part containing the Directors' remuneration
policy
* Total number of votes exercisable by all proxies validly appointed 1,483,431,844 1,462,568,724
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,453,393,924 1,408,534,074
- was to vote against the resolution 17,945,897 53,956,678
- was to abstain on the resolution 7,405,840 5,105,621
- may vote at the proxy's discretion 12,092,023 77,972
8 To approve the 2021 Remuneration Report
* Total number of votes exercisable by all proxies validly appointed 1,483,082,421 1,462,558,507
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,450,686,762 1,396,593,498
- was to vote against the resolution 20,345,935 65,887,172
- was to abstain on the resolution 7,756,222 5,115,838
- may vote at the proxy's discretion 12,049,724 77,837
9 To approve the grant to the Executive Director
* Total number of votes exercisable by all proxies validly appointed 1,483,637,877 1,464,660,713
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,460,757,470 1,435,125,618
- was to vote against the resolution 10,903,736 29,452,259
- was to abstain on the resolution 7,220,989 3,012,957
- may vote at the proxy's discretion 11,976,671 82,836
10 To re-elect Terry Bowen as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,486,853,276 1,463,535,616
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,458,894,499 1,405,875,179
- was to vote against the resolution 15,757,675 57,578,155
- was to abstain on the resolution 4,005,560 4,138,730
- may vote at the proxy's discretion 12,201,102 82,282
11 To re-elect Malcolm Broomhead as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,486,721,889 1,463,534,796
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,466,848,088 1,414,161,422
- was to vote against the resolution 7,643,525 49,291,092
- was to abstain on the resolution 4,136,947 4,139,550
- may vote at the proxy's discretion 12,230,276 82,282
12 To re-elect Xiaoqun Clever as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,486,959,049 1,457,770,188
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,456,607,816 1,417,146,911
- was to vote against the resolution 18,192,781 40,540,995
- was to abstain on the resolution 3,899,787 9,904,158
- may vote at the proxy's discretion 12,158,452 82,282
13 To re-elect Ian Cockerill as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,486,724,077 1,463,536,948
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,467,758,192 1,426,604,505
- was to vote against the resolution 6,771,192 36,850,161
- was to abstain on the resolution 4,134,759 4,133,578
- may vote at the proxy's discretion 12,194,693 82,282
14 To re-elect Gary Goldberg as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,487,070,918 1,463,537,392
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,464,631,421 1,419,423,326
- was to vote against the resolution 10,106,711 44,031,784
- was to abstain on the resolution 3,847,948 4,136,954
- may vote at the proxy's discretion 12,332,786 82,282
15 To re-elect Mike Henry as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,486,886,140 1,464,398,289
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,468,338,948 1,432,076,273
- was to vote against the resolution 6,385,219 32,236,069
- was to abstain on the resolution 3,964,501 3,276,057
- may vote at the proxy's discretion 12,161,973 85,947
16 To re-elect Ken MacKenzie as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,484,951,001 1,457,693,278
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,421,756,038 1,363,315,024
- was to vote against the resolution 51,011,976 94,290,842
- was to abstain on the resolution 5,907,825 9,981,067
- may vote at the proxy's discretion 12,182,987 87,412
17 To re-elect John Mogford as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,485,213,812 1,455,959,586
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,463,388,370 1,411,740,648
- was to vote against the resolution 9,646,211 44,136,363
- was to abstain on the resolution 5,645,014 11,711,760
- may vote at the proxy's discretion 12,179,231 82,575
18 To re-elect Christine O'Reilly as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,487,204,830 1,463,545,719
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,451,660,545 1,426,553,071
- was to vote against the resolution 23,333,058 36,910,366
- was to abstain on the resolution 3,653,996 4,128,627
- may vote at the proxy's discretion 12,211,227 82,282
19 To re-elect Dion Weisler as a Director of BHP
* Total number of votes exercisable by all proxies validly appointed 1,486,630,831 1,463,533,292
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,468,506,250 1,426,860,215
- was to vote against the resolution 5,886,520 36,588,885
- was to abstain on the resolution 4,227,995 4,141,054
- may vote at the proxy's discretion 12,238,061 84,192
20 To approve BHP's Climate Transition Action Plan
* Total number of votes exercisable by all proxies validly appointed 1,437,026,960 1,414,360,255
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,238,230,148 1,170,228,963
- was to vote against the resolution 186,649,160 244,050,512
- was to abstain on the resolution 53,831,866 53,311,069
- may vote at the proxy's discretion 12,147,652 80,780
21 Amendment to the Constitution
* Total number of votes exercisable by all proxies validly appointed 1,389,979,590 1,380,213,751
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 75,575,411 252,184,691
- was to vote against the resolution 1,302,734,079 1,127,940,651
- was to abstain on the resolution 100,850,767 87,458,105
- may vote at the proxy's discretion 11,670,100 88,409
Resolution 22 and Resolution 23 were conditional on Resolution 21 passing. Resolution 21 did
not pass so Resolution 22 and 23 are therefore not valid resolutions. Proxy figures are provided
for information purposes only.
22 Climate-related lobbying
* Total number of votes exercisable by all proxies validly appointed 1,484,435,524 1,462,864,373
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,457,652,691 1,450,833,753
- was to vote against the resolution 14,627,025 11,941,138
- was to abstain on the resolution 6,183,347 4,807,894
- may vote at the proxy's discretion 12,155,808 89,482
23 Capital Protection
* Total number of votes exercisable by all proxies validly appointed 1,473,104,486 1,409,858,747
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 138,804,038 270,478,754
- was to vote against the resolution 1,322,643,716 1,139,291,711
- was to abstain on the resolution 17,754,336 57,813,286
- may vote at the proxy's discretion 11,656,732 88,282
APPIX 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 cast(1) as a percentage of the company's total issued share
capital (as at 6pm on 14 October 2021) are:
Item of Business Votes Cast
%(1)
To receive the 2021 Financial Statements and
1 Reports for BHP 68.85%
2 To reappoint Ernst & Young LLP as the auditor 69.37%
of BHP Group Plc
3 To authorise the Risk and Audit Committee 69.37%
to agree the remuneration of Ernst & Young
LLP as the auditor of BHP Group Plc
4 To approve the general authority to issue 69.37%
shares in BHP Group Plc
5 To approve the authority to allot equity securities 69.35%
in BHP Group Plc for cash
6 To authorise the repurchase of shares in BHP 67.83%
Group Plc
7 To approve the 2021 Remuneration Report other 69.25%
than the part containing the Directors' remuneration
policy
8 To approve the 2021 Remuneration Report 69.25%
9 To approve the grant to the Executive Director 69.35%
10 To re-elect Terry Bowen as a Director of BHP 69.30%
11 To re-elect Malcolm Broomhead as a Director 69.30%
of BHP
12 To re-elect Xiaoqun Clever as a Director of 69.03%
BHP
13 To re-elect Ian Cockerill as a Director of 69.30%
BHP
14 To re-elect Gary Goldberg as a Director of 69.30%
BHP
15 To re-elect Mike Henry as a Director of BHP 69.34%
16 To re-elect Ken MacKenzie as a Director of 69.02%
BHP
17 To re-elect John Mogford as a Director of 68.94%
BHP
18 To re-elect Christine O'Reilly as a Director 69.30%
of BHP
19 To re-elect Dion Weisler as a Director of 69.30%
BHP
20 To approve BHP's Climate Transition Action 66.97%
Plan
21 Amendment to the Constitution 65.35%
22 Climate-related lobbying(2) 69.27%
23 Capital Protection(2) 66.76%
(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 and 3 of
this announcement.
(2.) Resolution 22 and Resolution 23 were not valid as they were
conditional on Resolution 21 being approved by the required
majority. The information above is for information purposes
only.
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END
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