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BHP Group PLC announced on 11 November 2021 the poll results from shareholder meetings for BHP Group Limited (11 November 2021) and BHP Group Plc (14 October 2021). Out of 23 proposed resolutions, 20 were carried. Resolution 21, "Amendment to the Constitution," was not carried with 88.17% of votes against, rendering Resolutions 22 and 23 not valid.
| Date | 11 Nov 2021 |
| Time | 10:25:41 |
| Category | AGMs and other meetings |
| ID | 1041S |
11 November 2021
|
To: Australian Securities Exchange London Stock Exchange |
cc: New York 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 For |
% |
Votes Against |
% |
Total Votes Cast |
Abstentions1 |
Result |
|
1 |
To receive the 2021 Financial Statements and 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 Ernst & Young LLP as the auditor of BHP Group Plc |
2,943,697,799 |
99.68% |
9,513,453 |
0.32% |
2,953,211,252 |
5,928,318 |
CARRIED |
|
3 |
To authorise the Risk and Audit Committee to agree the remuneration of Ernst & Young LLP as the auditor of BHP Group Plc |
2,950,237,164 |
99.90% |
2,941,725 |
0.10% |
2,953,178,889 |
5,940,312 |
CARRIED |
|
4 |
To approve the general authority to issue shares in BHP Group Plc |
2,906,368,585 |
98.43% |
46,482,188 |
1.57% |
2,952,850,773 |
6,288,665 |
CARRIED |
|
5 |
To approve the authority to allot equity securities in BHP Group Plc for cash |
2,908,814,113 |
98.55% |
42,944,412 |
1.45% |
2,951,758,525 |
7,381,093 |
CARRIED |
|
6 |
To authorise the repurchase of shares in BHP Group Plc |
2,848,947,686 |
97.67% |
67,960,760 |
2.33% |
2,916,908,446 |
42,208,767 |
CARRIED |
|
7 |
To approve the 2021 Remuneration Report other than the part containing the Directors' remuneration policy |
2,874,542,978 |
97.56% |
71,929,211 |
2.44% |
2,946,472,189 |
12,534,505 |
CARRIED |
|
8 |
To approve the 2021 Remuneration Report |
2,859,834,285 |
97.07% |
86,271,417 |
2.93% |
2,946,105,702 |
12,901,951 |
CARRIED |
|
9 |
To approve the grant to the Executive Director |
2,908,345,010 |
98.63% |
40,410,898 |
1.37% |
2,948,755,908 |
10,271,293 |
CARRIED |
|
10 |
To re-elect Terry Bowen as a Director of BHP |
2,877,630,976 |
97.51% |
73,340,139 |
2.49% |
2,950,971,115 |
8,165,673 |
CARRIED |
|
11 |
To re-elect Malcolm Broomhead as a Director of BHP |
2,893,894,111 |
98.07% |
56,945,602 |
1.93% |
2,950,839,713 |
8,296,286 |
CARRIED |
|
12 |
To re-elect Xiaoqun Clever as a Director of BHP |
2,886,567,918 |
98.01% |
58,740,365 |
1.99% |
2,945,308,283 |
13,827,716 |
CARRIED |
|
13 |
To re-elect Ian Cockerill as a Director of BHP |
2,907,216,897 |
98.52% |
43,625,562 |
1.48% |
2,950,842,459 |
8,289,720 |
CARRIED |
|
14 |
To re-elect Gary Goldberg as a Director of BHP |
2,897,041,858 |
98.17% |
54,147,886 |
1.83% |
2,951,189,744 |
8,006,285 |
CARRIED |
|
15 |
To re-elect Mike Henry as a Director of BHP |
2,913,239,342 |
98.69% |
38,627,091 |
1.31% |
2,951,866,433 |
7,262,292 |
CARRIED |
|
16 |
To re-elect Ken MacKenzie as a Director of BHP |
2,797,919,942 |
95.06% |
145,318,420 |
4.94% |
2,943,238,362 |
15,907,981 |
CARRIED |
|
17 |
To re-elect John Mogford as a Director of BHP |
2,887,962,402 |
98.17% |
53,792,430 |
1.83% |
2,941,754,832 |
17,378,157 |
CARRIED |
|
18 |
To re-elect Christine O'Reilly as a Director of BHP |
2,891,094,408 |
97.96% |
60,245,733 |
2.04% |
2,951,340,141 |
7,796,518 |
CARRIED |
|
19 |
To re-elect Dion Weisler as a Director of BHP |
2,908,245,901 |
98.56% |
42,495,268 |
1.44% |
2,950,741,169 |
8,394,820 |
CARRIED |
|
20 |
To approve BHP's Climate Transition Action Plan |
2,421,274,713 |
84.90% |
430,725,050 |
15.10% |
2,851,999,763 |
107,150,517 |
CARRIED |
|
21 |
Amendment to the 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. |
||||||||
|
22 |
Climate-related lobbying |
2,915,967,704 |
98.92% |
31,935,827 |
1.08% |
2,947,903,531 |
11,003,241 |
CARRIED |
|
23 |
Capital 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.
|
||||||||
APPENDIX 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 |
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 14 October 2021) are:
|
|
Item of Business |
Votes Cast %1 |
|
1 |
To receive the 2021 Financial Statements and Reports for BHP |
68.85% |
|
2 |
To reappoint Ernst & Young LLP as the auditor of BHP Group Plc |
69.37% |
|
3 |
To authorise the Risk and Audit Committee to agree the remuneration of Ernst & Young LLP as the auditor of BHP Group Plc |
69.37% |
|
4 |
To approve the general authority to issue shares in BHP Group Plc |
69.37% |
|
5 |
To approve the authority to allot equity securities in BHP Group Plc for cash |
69.35% |
|
6 |
To authorise the repurchase of shares in BHP Group Plc |
67.83% |
|
7 |
To approve the 2021 Remuneration Report other than the part containing the Directors' remuneration policy |
69.25% |
|
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 of BHP |
69.30% |
|
12 |
To re-elect Xiaoqun Clever as a Director of BHP |
69.03% |
|
13 |
To re-elect Ian Cockerill as a Director of BHP |
69.30% |
|
14 |
To re-elect Gary Goldberg as a Director of BHP |
69.30% |
|
15 |
To re-elect Mike Henry as a Director of BHP |
69.34% |
|
16 |
To re-elect Ken MacKenzie as a Director of BHP |
69.02% |
|
17 |
To re-elect John Mogford as a Director of BHP |
68.94% |
|
18 |
To re-elect Christine O'Reilly as a Director of BHP |
69.30% |
|
19 |
To re-elect Dion Weisler as a Director of BHP |
69.30% |
|
20 |
To approve BHP's Climate Transition Action Plan |
66.97% |
|
21 |
Amendment to the Constitution |
65.35% |
|
22 |
Climate-related lobbying2 |
69.27% |
|
23 |
Capital Protection2 |
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.