TIDMBHP

RNS Number : 1421Z

BHP Group PLC

20 January 2022

NEWS RELEASE

 
 Release Time    IMMEDIATE 
 Date            20 January 2022 
 Number          03/22 
 

RESULTS OF THE BHP GROUP SHAREHOLDER MEETINGS IN CONNECTION WITH UNIFICATION

_______________________________________________________________

BHP Shareholders approve Unification Resolutions

On 2 December 2021, BHP announced a final Board decision to unify BHP's corporate structure under its existing Australian parent company, BHP Group Limited. BHP is pleased to announce that BHP Shareholders have approved each of the unification resolutions at the BHP Group Limited General Meeting, the BHP Group Plc Scheme Meeting and the BHP Group Plc General Meeting.

Attached are the results of the business conducted at the BHP Group Limited General Meeting, held virtually in Australia on 20 January 2022, and both the BHP Group Plc Scheme Meeting and the BHP Group Plc General Meeting that were held in London, United Kingdom on 20 January 2022. A poll was conducted on each of the proposed resolutions and the poll results for each meeting are attached.

The final proxy position for each meeting is detailed in Appendix 1. The additional information required by the United Kingdom Companies Act 2006 in respect of the BHP Group Plc Scheme Meeting and the BHP Group Plc General Meeting is provided in Appendix 2.

Copies of the resolutions approved at each of the meetings have been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the proposed amendments to the BHP Group Plc articles of association together with a copy of the BHP Group Plc articles of association adopted at the BHP Group Plc General Meeting are also available for inspection on the FCA National Storage Mechanism.

Next steps and expected timetable of events

Unification involves a scheme of arrangement and still requires the UK Court's sanction of the Plc Scheme. The Court Sanction Hearing is expected to take place on 25 January 2022. The dates and times in the detailed timetable as set out in the Shareholder Circular published by BHP on 8 December 2021 remain unchanged.

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

The poll results for the BHP Group Limited general meeting are as follows:

 
           Business             Votes For      %*   Votes Against     %*     Total Votes   Abstentions**    Result 
                                                                                    Cast 
     To approve 
      the amendments 
      to the Constitution 
      of BHP Group 
 1    Limited               1,384,096,213   97.63      33,567,895   2.37   1,417,664,108       3,408,584   Carried 
    ---------------------  --------------  ------  --------------  -----  --------------  --------------  -------- 
     To approve 
      the terms 
      of the Limited 
      Special Voting 
      Share Buy-back 
 2    Agreement             1,383,908,921   97.61      33,946,024   2.39   1,417,854,945       3,216,466   Carried 
    ---------------------  --------------  ------  --------------  -----  --------------  --------------  -------- 
     To approve 
      the terms 
      of the DLC 
      Dividend Share 
 3    Buy-back Agreement    1,383,947,661   97.61      33,881,125   2.39   1,417,828,786       3,242,625   Carried 
    ---------------------  --------------  ------  --------------  -----  --------------  --------------  -------- 
     To approve 
      the Class 
      Rights Actions 
      in connection 
      with the Plc 
      Special Voting 
 4    Share Buy-back        1,383,581,955   97.60      34,037,763   2.40   1,417,619,718       3,448,963   Carried 
    ---------------------  --------------  ------  --------------  -----  --------------  --------------  -------- 
     To approve 
      the Class 
      Rights Action 
      in connection 
      with the change 
      in status 
      of BHP Group 
      Plc from a 
      public listed 
      company to 
      a private 
 5    limited company       1,383,561,376   97.61      33,807,442   2.39   1,417,368,818       3,702,593   Carried 
    ---------------------  --------------  ------  --------------  -----  --------------  --------------  -------- 
 

*Rounded to two decimal places

**A vote abstained is not counted in the calculation of the proportion of votes for and against each resolution.

The poll results for the BHP Group Plc scheme meeting are as follows:

 
      Business         Results of       Scheme Shares        Scheme Shareholders     No. of Scheme 
                        the Court           voted                who voted**          Shares voted 
                         Meeting                                                     as a % of the 
                                                                                     Scheme Shares 
                                                                                     eligible to be 
                                                                                      voted at the 
                                                                                     Court Meeting* 
                                       Number        %*       Number        %* 
                                   --------------  ------  -----------  --------- 
     To approve 
      the Plc Scheme 
      proposed 
      to be made 
      between BHP 
      Group Plc 
      and the Scheme 
 1    Shareholders        For       1,365,986,837   96.12        1,180      83.99             64.68 
    ----------------  -----------  --------------  ------  -----------  ---------  ---------------- 
                        Against        55,108,121    3.88          225      16.01              2.61 
    ----------------  -----------  --------------  ------  -----------  ---------  ---------------- 
                         Total      1,421,094,958     100        1,405        100             67.28 
    ----------------  -----------  --------------  ------  -----------  ---------  ---------------- 
 

*Rounded to two decimal places

** Where a Scheme Shareholder has cast come of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column

The poll results for the BHP Group Plc general meeting are as follows:

 
           Business              Votes For      %*   Votes Against     %*     Total Votes   Votes withheld**    Result 
                                                                                     Cast 
     To approve that 
      the directors 
      of BHP Group 
      Plc be authorised 
      to take all 
      such action 
      as they may 
      consider necessary 
      or appropriate 
      for carrying 
      the Plc Scheme 
      and Unification 
 1    into effect            1,374,794,713   97.17      40,065,268   2.83   1,414,859,981          2,151,451   Carried 
    ----------------------  --------------  ------  --------------  -----  --------------  -----------------  -------- 
     To approve the 
      terms of the 
      Plc Special 
      Voting Share 
 2    Buy-back Agreement     1,373,958,053   97.15      40,244,570   2.85   1,414,202,623          2,134,680   Carried 
    ----------------------  --------------  ------  --------------  -----  --------------  -----------------  -------- 
     To approve the 
     Class Rights 
     Actions in connection 
     with the Plc 
     Special Voting 
 3   Share Buy-back          1,373,938,613   97.15      40,244,632   2.85   1,414,183,245          2,154,058   Carried 
    ----------------------  --------------  ------  --------------  -----  --------------  -----------------  -------- 
     To approve the 
      amendments to 
      the articles 
      of association 
      of BHP Group 
 4    Plc                    1,374,300,175   97.18      39,855,970   2.82   1,414,156,145          2,181,158   Carried 
    ----------------------  --------------  ------  --------------  -----  --------------  -----------------  -------- 
     To approve the 
      Class Rights 
      Action in connection 
      with the change 
      in status of 
      BHP Group Plc 
      from a public 
      listed company 
      to a private 
 5    limited company        1,374,258,391   97.18      39,894,522   2.82   1,414,152,913          2,184,390   Carried 
    ----------------------  --------------  ------  --------------  -----  --------------  -----------------  -------- 
 

*Rounded to two decimal places

**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for and against each resolution.

APPIX 1

BHP Group Limited general meeting - Final Proxy Position

 
 1    To approve the amendments to the Constitution of 
       BHP Group Limited 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,416,951,053 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,371,737,763 
 -    was to vote against the resolution                                33,567,633 
 -    was to abstain on the resolution                                    3,101,056 
 -    may vote at the proxy's discretion                                11,645,657 
 2    To approve the terms of the Limited Special Voting 
       Share Buy-back Agreement 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,417,147,588 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,371,501,002 
 -    was to vote against the resolution                                33,946,009 
 -    was to abstain on the resolution                                    2,904,521 
 -    may vote at the proxy's discretion                                11,700,577 
 3    To approve the terms of the DLC Dividend Share 
       Buy-back Agreement 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,417,121,429 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,371,529,378 
 -    was to vote against the resolution                                33,880,963 
 -    was to abstain on the resolution                                    2,930,680 
 -    may vote at the proxy's discretion                                11,711,088 
 4    To approve the Class Rights Actions in connection 
       with the Plc Special Voting Share Buy-back 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,416,913,608 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,371,177,778 
 -    was to vote against the resolution                                34,037,748 
 -    was to abstain on the resolution                                    3,136,771 
 -    may vote at the proxy's discretion                                11,698,082 
 5    To approve the Class Rights Action in connection 
       with the change in status of BHP Group Plc from 
       a public listed company to a private limited company 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,416,661,476 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,371,151,781 
 -    was to vote against the resolution                                33,807,442 
 -    was to abstain on the resolution                                    3,390,633 
 -    may vote at the proxy's discretion                                11,702,253 
 

BHP Group Plc scheme meeting - Final Proxy Position

 
 1    To approve the Plc Scheme proposed to be made between 
       BHP Group Plc and the Scheme Shareholders 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,421,093,519 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,365,976,697 
 -    was to vote against the resolution                               55,106,681 
 -    may vote at the proxy's discretion                                   10,141 
 

BHP Group Plc general meeting - Final Proxy Position

 
 1    To approve that the directors of BHP Group Plc 
       be authorised to take all such action as they may 
       consider necessary or appropriate for carrying 
       the Plc Scheme and Unification into effect 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,417,011,439 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,374,769,785 
 -    was to vote against the resolution                               40,065,268 
 -    was to withhold voting on the resolution                          2,151,451 
 -    may vote at the proxy's discretion                                   24,935 
 2    To approve the terms of the Plc Special Voting 
       Share Buy-back Agreement 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,416,337,310 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,373,932,710 
 -    was to vote against the resolution                               40,244,570 
 -    was to withhold voting on the resolution                          2,134,680 
 -    may vote at the proxy's discretion                                   25,350 
 3    To approve the Class Rights Actions in connection 
       with the Plc Special Voting Share Buy-back 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,416,337,310 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,373,913,270 
 -    was to vote against the resolution                               40,244,632 
 -    was to withhold voting on the resolution                          2,154,058 
 -    may vote at the proxy's discretion                                   25,350 
 4    To approve the amendments to the articles of association 
       of BHP Group Plc 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,416,337,310 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,374,274,268 
 -    was to vote against the resolution                               39,855,970 
 -    was to withhold voting on the resolution                          2,181,158 
 -    may vote at the proxy's discretion                                   25,914 
 5    To approve the Class Rights Action in connection 
       with the change in status of BHP Group Plc from 
       a public listed company to a private limited company 
      Total number of votes exercisable by all proxies 
 *     validly appointed                                            1,416,337,310 
 *    Total number of votes in respect of which the appointments 
       specified that the proxy - 
 -    was to vote for the resolution                                1,374,230,559 
 -    was to vote against the resolution                               39,894,522 
 -    was to withhold voting on the resolution                          2,184,390 
 -    may vote at the proxy's discretion                                   27,839 
 

APPIX 2

Additional Information - BHP Group Plc scheme meeting

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 as a percentage of the company's total issued share capital (as at the close of the BHP Group Plc scheme meeting on 20 January 2022) are:

 
      Item of Business                                         Votes Cast 
                                                                        % 
      To approve the Plc Scheme proposed to be made between 
 1     BHP Group Plc and the Scheme Shareholders                    67.28 
 

Additional Information - BHP Group Plc general meeting

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 as a percentage of the company's total issued share capital (as at the close of the BHP Group Plc general meeting on 20 January 2022) are:

 
      Item of Business                                            Votes Cast 
                                                                           % 
      To approve that the directors of BHP Group Plc 
       be authorised to take all such action as they may 
       consider necessary or appropriate for carrying 
 1     the Plc Scheme and Unification into effect                      66.99 
 2    To approve the terms of the Plc Special Voting                   66.96 
       Share Buy-back Agreement 
 3    To approve the Class Rights Actions in connection                66.96 
       with the Plc Special Voting Share Buy-back 
 4    To approve the amendments to the articles of association         66.96 
       of BHP Group Plc 
 5    To approve the Class Rights Action in connection                 66.96 
       with the change in status of BHP Group Plc from 
       a public listed company to a private limited company 
 
 
Media Relations                       Investor Relations 
 
 Email: media.relations@bhp.com        Email: investor.relations@bhp.com 
 
Australia and Asia                    Australia and Asia 
 
 Gabrielle Notley                      Dinesh Bishop 
 Tel: +61 3 9609 3830 Mobile:          Mobile: +61 407 033 909 
 +61 411 071 715 
                                       Europe, Middle East and Africa 
 Europe, Middle East and Africa 
                                       James Bell 
 Neil Burrows                          Tel: +44 2078 027 144 Mobile: 
 Tel: +44 20 7802 7484 Mobile:         +44 7961 636 432 
 +44 7786 661 683 
                                       Americas 
 Americas 
                                       Brian Massey 
 Judy Dane                             Tel: +1 713 296 7919 Mobile: 
 Tel: +1 713 961 8283 Mobile:          +1 832 870 7677 
 +1 713 299 5342 
 
BHP Group Limited ABN 49 004          BHP Group plc Registration 
 028 077                               number 3196209 
 LEI WZE1WSENV6JSZFK0JC28              LEI 549300C116EOWV835768 
 Registered in Australia               Registered in England and Wales 
 Registered Office: Level 18,          Registered Office: Nova South, 
 171 Collins Street                    160 Victoria Street 
 Melbourne Victoria 3000 Australia     London SW1E 5LB United Kingdom 
 Tel +61 1300 55 4757 Fax +61          Tel +44 20 7802 4000 Fax +44 
 3 9609 3015                           20 7802 4111 
 
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Disclaimer

BHP makes no representation or warranty as to the appropriateness, accuracy, completeness or reliability of the information in this release.

This release is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for or otherwise acquire or dispose of any BHP securities or the solicitation of any vote or approval in any jurisdiction pursuant to unification or otherwise, nor will there be any sale, issuance or transfer of any BHP securities pursuant to unification or otherwise in any jurisdiction in contravention of applicable law. This release does not constitute a prospectus or prospectus equivalent document.

Prior to making any decision in relation to unification or as to whether to invest in the shares in Limited, investors should read the Shareholder Circular and the Prospectus in their entirety, including the information incorporated by reference. Investors must rely upon their own examination, analysis and enquiries of BHP and the terms of the Shareholder Circular and Prospectus, including the merits and risks involved.

Forward looking statements

This release contains forward looking statements, including statements regarding: plans, strategies and objectives of management; approval of certain projects and consummation of certain transactions; unification, including, but not limited to, the perceived benefits of unification and expectations around the financial impact of unification on the BHP Group; future performance and future opportunities. Forward-looking statements may be identified by the use of terminology, including, but not limited to, 'intend', 'aim', 'project', 'see', 'anticipate', 'estimate', 'plan', 'objective', 'believe', 'expect', 'commit', 'may', 'should', 'need', 'must', 'will', 'would', 'continue', 'forecast', 'guidance', 'trend' or similar words. These statements discuss future expectations concerning the results of assets or financial conditions, or provide other forward-looking information.

These forward looking statements are based on management's current expectations and reflect judgments, assumptions, estimates and other information available as at the date of this release. These statements do not represent guarantees or predictions of future financial or operational performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause actual results to differ materially from those expressed in the statements contained in this release. The BHP Group cautions against reliance on any forward-looking statements or guidance, including in light of the current economic climate and the significant volatility, uncertainty and disruption arising in connection with Covid-19.

Forward-looking statements contained in this release apply only as at the date of this release. To the extent required by the FCA Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation Rules, the ASX Listing Rules and other applicable regulations, BHP will update or revise the information in this release. Otherwise, BHP will have no obligation publicly to update or revise any forward-looking statement, whether as a result of new information or future developments.

No profit forecasts or estimates

No statement in this release is intended as a profit forecast or estimate and no statement in this release should be interpreted to mean that earnings per share for the most recent, current or future financial years would necessarily match or exceed the historical published earnings per share.

Notice to overseas shareholders

The distribution of this release into a jurisdiction other than the United Kingdom or Australia may be restricted by law and therefore persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken by the BHP to distribute this release in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, this release may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

Notice to US investors

The securities to be issued by Limited in connection with Unification have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States. Any securities to be issued if Unification is completed are anticipated to be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof on the basis of the approval of the High Court of Justice in England and Wales.

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