BIL - BHP Billiton - Results of BHP Billiton`s 20117 Nov 2011
BIL
BIBLT                                                                           
BIL - BHP Billiton - Results of BHP Billiton`s 2011 Annual General Meetings     
BHP Billiton Plc                                                                
Share code:    BIL                                                              
ISIN:          GB0000566504                                                     
BHP Billiton Limited                                                            
180 Lonsdale Street                                                             
Melbourne Victoria 3000 Australia                                               
GPO Box 86Tel  +44 20 7802 4000                                                 
Melbourne Victoria 3001 Australia                                               
Tel +61 1300 55 47 57 Fax +61 3 9609 4372                                       
bhpbilliton.com                                                                 
BHP Billiton Plc                                                                
Neathouse Place                                                                 
London SW1V 1BH  UK                                                             
Fax + 44 20 7802 4111                                                           
bhpbilliton.com                                                                 
Company Secretariat                                                             
17 November 2011                                                                
To: Australian Securities Exchange                                              
To: London Stock Exchange                                                       
To: JSE Limited                                                                 
cc: New York Stock Exchange                                                     
For Announcement to Market                                                      
Please find attached addresses to shareholders to be delivered at BHP           
Billiton Limited`s Annual General Meeting by the Chairman and the Chief         
Executive Officer.                                                              
The poll results will be communicated to the market shortly after the           
conclusion of BHP Billiton Limited`s Annual General Meeting held in             
Melbourne today.                                                                
Jane McAloon                                                                    
Group Company Secretary                                                         
BHP Billiton Limited ABN 49 004 028 077                                         
Registered in Australia                                                         
Registered Office: 180 Lonsdale Street Melbourne Victoria 3000 Australia        
BHP Billiton Plc                                                                
Registration number 3196209                                                     
Registered in England and Wales                                                 
Registered Office: Neathouse Place London SW1V 1BH United Kingdom               
The BHP Billiton Group is headquartered in Australia                            
BHP Billiton Limited Annual General Meeting                                     
Speeches by Jac Nasser, Chairman, BHP Billiton and                              
Marius Kloppers, Chief Executive Officer, BHP Billiton                          
17 November 2011                                                                
Chairman`s Address                                                              
Good morning ladies and gentlemen.  My name is Jac Nasser.                      
Before we start today`s meeting I would like to recognise the Wurundjeeri       
People, the traditional custodians of this land.  I pay my respects to          
elders past and present.                                                        
Let me draw your attention to the normal disclaimers.                           
Welcome to the Annual General Meeting of BHP Billiton.  This meeting is         
being webcast so let me also welcome shareholders online.  I hope you           
enjoyed the opening video which highlights the scope of our operations and,     
most importantly, the quality and commitment of our people.                     
Introductions                                                                   
Let me introduce your Directors.  To my left is our Chief Executive Officer     
Marius Kloppers.  Further to my left is John Schubert, who is Chairman of       
our Sustainability Committee.  Next, John Buchanan.  John is Chairman of        
the Remuneration Committee and is our Senior Independent Director.  Then we     
have Carolyn Hewson, followed by Carlos Cordeiro.                               
Moving to my right, David Crawford.  Next, one of your new Directors,           
Lindsay Maxsted.  Lindsay brings experience in finance, corporate               
restructuring and risk management and is Chairman of the Risk and Audit         
Committee.  Welcome Lindsay.  Shriti Vadera is your other new director and      
brings global experience in finance, emerging markets and public policy.        
Welcome Shriti.  Next we have Malcolm Broomhead, then Keith Rumble.             
Unfortunately Wayne Murdy is unable to be with us today.  Due to a medical      
emergency he has needed to return home to the US.  I know that he would         
have liked to be here today and our thoughts are with him.                      
Next to Marius is Alex Vanselow, our Chief Financial Officer, and next to       
me is our Group Company Secretary, Jane McAloon.                                
Here with us today we have Martin Sheppard and Chris Sargeant from KPMG.        
We also have our Group Management Committee, would you please stand as I        
introduce you.  Andrew Mackenzie, Non Ferrous; Mike Yeager, Petroleum;          
Marcus Randolph, Ferrous and Coal; Karen Wood, People and Public Affairs        
and Alberto Calderon, Commercial.                                               
Financial Results                                                               
Marius will talk about our financial results in more detail.  Let me start      
with some highlights.                                                           
The reason BHP Billiton continues to deliver superior returns for our           
shareholders is that your management, supported by the Board, has invested      
in and implemented the same clear strategy for the last 10 years.               
In the 2011 financial year, your company increased profit to US$21.7            
billion and the Board increased the full year dividend to 101 US cents per      
share.  This included a 22 per cent permanent rebasing of the final             
dividend; this is the starting point for future dividends.                      
All of us understand how important dividends are to you so let me explain       
our approach.  We have a progressive dividend policy.  The aim of this          
policy is to steadily increase, or at least maintain, the dividend in US        
dollars at each half yearly payment.                                            
Since BHP Billiton was formed 10 years ago we have held to this commitment,     
including during the global financial crisis, which saw many of our peers       
either reduce or stop paying their dividend.  Over the last 10 years we         
have increased the dividend at a compound annual growth rate of 17 per cent     
in Australian dollars.  This compares favourably with the average compound      
annual growth rate of 8 per cent for the current ASX top 20.                    
However, although dividends are clearly very important, they are only one       
component of total shareholder returns.  Capital growth is the other major      
component.  Since the merger, the combination of share price appreciation       
and dividends has generated a total shareholder return for BHP Billiton         
investors of 388 per cent.  This compares with an ASX 20 return of 89 per       
cent.  Our total shareholder returns are a function of our strategy and a       
disciplined approach to capital management.                                     
Our Strategy                                                                    
Let`s look at our diversified business strategy and how it contributes to       
shareholder returns.  We invest in long-life, low-cost, upstream,               
expandable resources, diversified by commodity, customer and geography.         
The diversity of our business reduces risk for our shareholders, and            
generates more options for long-term shareholder value.                         
This slide shows the profit margins for each of our businesses over the         
last decade; you can see the degree of volatility in the different              
businesses at different times.                                                  
Our major competitive advantage is the quality and diversity of our             
portfolio, which generates a strong and stable profit margin.  It also          
gives us stable cash flows, flexibility and reduced risk, and the               
confidence to invest in high return growth opportunities throughout the         
economic cycle while maintaining a solid A credit rating.  Through the          
recent economic downturn this stability enabled us to maintain our              
progressive dividend policy.  Finally, it allows us to return excess            
capital to shareholders in a consistent and predictable fashion.                
Our strategy has delivered superior returns.  In each of the last seven         
years, we have generated returns on capital, after tax, of 25 per cent or       
more.  This is clearly attractive and in the long-term interests of             
shareholders.                                                                   
Now, let me talk about what we are doing today to build value for the           
future.  We continue to invest in BHP Billiton`s growth.  During the year,      
your Board approved eleven major growth projects with a total investment        
value of US$13 billion.  We also made two significant acquisitions in the       
shale gas sector.  This gives us a world class resource base in this high       
growth industry in the United States.  Marius will give you more detail on      
these acquisitions.                                                             
Just last month, we committed US$1.2 billion for the first phase of the         
expansion of Olympic Dam in South Australia.  This followed six years of        
consultation, planning and scientific study, and approvals from the Federal     
and State Governments.  This investment is an important milestone in            
Olympic Dam`s long-term development.                                            
Economic Environment                                                            
So how does our strategy fit in with the world around us?                       
Since 2007, the global economy has been marked by significant volatility        
and unexpected events, and the global economic situation is uncertain.  In      
most of the developed world economic activity is weak, unemployment is high     
and consumer and business confidence is low, resulting in more risk and         
lower growth.  In particular, Europe has severe difficulties, Japan is          
still recovering from natural disasters, and the US is facing a range of        
economic challenges.  However, the majority of the developing countries,        
China in particular, are in a stronger position and have more flexibility.      
The next few months will test the political leadership of the global            
economy.                                                                        
Despite the considerable short-term economic challenges, we are confident       
about our business for the longer-term.  Let me explain why.                    
Over the past 30 years, the relative contribution of developed economies to     
global growth has consistently declined.  On the other hand, the opposite       
is true for the developing economies.  By 2015, developing economies are        
expected to account for over 75 per cent of global growth, and that growth      
will be resource intensive.  The magnitude of this change can be difficult      
for all of us to understand.  So let me give you our view.                      
The key question is, whether the rapid growth in Asia, and China in             
particular, is temporary, or whether there is a sustainable shift in the        
global economy?  Some people have compared today`s growth in demand for         
resources with the gold rush in the 1800s.  In other words, is this a short-    
term event only?                                                                
The positive economic impacts of the gold rush were due to the discovery of     
new resources, while what is happening in China and other developing            
countries today is a structural shift in demand.  It`s the result of            
significant changes in where, and how, hundreds of millions of people live      
and work.  China`s growth is due to industrialisation, and the continuing       
expansion of major cities.                                                      
In the 20 years from 1990 to 2010, the number of people living in cities in     
China and India increased by 500 million people.  We expect that number to      
grow by another 500 million over the next 20 years.                             
So, in our view, the world is in the midst of a dramatic structural shift.      
This shift is unprecedented in its scale and potential long-term impact,        
and it is improving the lives of hundreds of millions of people.  Unlike a      
gold rush, this structural shift will not suddenly disappear.  Rather, it       
will continue to drive long-term demand for minerals and energy; our            
products.                                                                       
This slide shows how commodity intensity evolves with economic development.     
Industrialisation and urbanisation drive investment in infrastructure, such     
as buildings, factories, transport and energy networks; these are all           
commodities intensive, which will result in greater demand for minerals,        
energy, food and agricultural products.                                         
This structural change in the world economy has already benefited Australia     
with exports moving from our traditional markets to the new growth markets      
in Asia.  For the five years to 2009 the Australian economy grew at a           
faster rate than other developed countries driven by natural resource           
exports.  In 2009, Government action and continuing strong demand from Asia     
meant that, despite the global financial crisis, Australia was one of the       
few advanced economies to avoid falling into recession.                         
While the global outlook remains quite uncertain, the strength of our           
agricultural and mining sectors presents Australia with an historic and         
unique opportunity.  Today these two sectors account for 57 per cent of         
Australia`s exports and employ, directly and indirectly, 700,000 people.        
But, if as a country, we take a whole of economy approach to grow               
agriculture and mining, the number of Australians employed could double to      
1.5 million over the next 20 years.                                             
To achieve this level of growth, Australia needs to invest in projects,         
infrastructure and skills development.   We have recently seen a lot of         
debate about Australian-based industries and regions that are not               
benefiting from the growth of resources.  These are important issues and we     
need to have the discussion about how, as communities and as a nation, we       
can make the most of this potential.                                            
Over the last ten year period, the resources industry returned 98 per cent      
of its cash flows to the Australian community through A$125 billion of          
investment and about A$80 billion dollars in royalties and taxes.  This was     
a 400 per cent increase over the decade.  However, this growth in global        
demand for natural resources is not without its challenges.                     
There is active debate about how society manages the increasing global          
pressures for the supply of resources.  Your company will continue to play      
a constructive role in these important debates.                                 
Our Charter & Health, Safety, Environment and Community                         
As you have seen, the resources industry is critical to global economic         
development and growth, as well as contributing to Australia`s overall          
prosperity.  Our ability to continue to meet the demand for our products        
depends not only on superior capital and technical skills, but on an            
equally strong approach to creating social capital and operating at the         
highest standards in the industry.  This is even more important in today`s      
complex and volatile world.                                                     
The industry we operate in is equally challenging.  As I said earlier, the      
foundation for everything we do at BHP Billiton is Our Charter, which sets      
out our values.  We fundamentally believe that our overall long-term            
success depends on our ability to manage our operations in a safe and           
sustainable manner.                                                             
Sadly, two of our people lost their lives at work last year; this is            
clearly unacceptable.  On behalf of the Board and Management we offer our       
sincere condolences to their families and friends.  Although last year our      
overall safety performance continued to improve, this is a stark reminder       
of the need to be vigilant about safety.                                        
Now, let me turn to our community relationships.  Across our business we        
aim to make a positive contribution to communities.  We do this in a number     
of ways.                                                                        
The first way is through direct community investment.  For the last 10          
years, we have committed one per cent of our pre-tax profits in community       
programs, that is, US$1.1 billion, including US$195 million this year.          
Let me give you a brief snapshot of some of these programs.  Last month we      
launched a US$25 million partnership with PATH, an international non-profit     
organisation.  Building on existing relationships, our commitment will          
improve critical health and development services for up to 750,000 mothers      
and babies in Mozambique and South Africa.                                      
In Moranbah, in Queensland, our joint venture coal business contributed         
A$13 million for a youth and community centre, affordable accommodation         
subsidies and an aquatic centre.                                                
In Western Australia, we have partnered with the Royal Flying Doctor            
Service to deliver health care services in the Pilbara and Goldfields.          
Many of our employees also support their local communities through              
fundraising and volunteering, and we match their contributions, dollar for      
dollar, through our Matched Giving Program.  Over 6,000 of our employees        
participated in the Matched Giving Program, including volunteering 71,000       
hours of their own time to community activities.                                
Our Sustainability Report provides more examples of our work in the             
community; copies are available outside in the refreshment area.                
That`s our direct contribution.  Now, let`s look at the wider economic          
contribution of BHP Billiton.                                                   
Last year we paid nearly US$10 billion in royalties and taxes to local,         
state and national governments, including US$6 billion in Australia.            
So you can see these are significant contributions to the Australian            
economy, and the wider community, helping Governments to provide health         
care, education, infrastructure and other services.                             
Finally, our businesses are an important economic driver for countless          
other businesses employing hundreds of thousands of people.  Last year we       
purchased around US$25 billion dollars of goods and services from               
nationally and locally-based suppliers, providing direct benefits to our        
regional economies.  Across Australia, we sourced well over 90 per cent of      
our goods and services from locally-based suppliers.  It is worth noting        
that this spending benefits the whole Australian economy, not just the          
mining sector.   As BHP Billiton shareholders, you should feel proud about      
your company`s contribution to the communities in which we operate.             
With a more global perspective, it is important to remember that the            
resources we produce are critical to the structural changes that lift           
people out of poverty around the world.                                         
Our People                                                                      
In conclusion, I believe you should feel proud and confident about your         
company`s future.  Of course, there will be ups and downs, but nothing          
beats top grade assets, the long-term growth potential inherent in those        
assets, and the quality of our people.                                          
We have a global workforce of around 100,000 people at over 100 operations,     
including nearly 50,000 in Australia, led by Marius Kloppers and a world        
class team.  All of them have delivered the results you see today, and on       
your behalf I sincerely thank them.                                             
Marius, can I ask you to address the meeting.                                   
Chief Executive Officer`s Address                                               
Thank you Jac and good morning everyone.                                        
I am pleased to report that BHP Billiton has again delivered a very strong      
financial result.  Our performance this year is particularly pleasing in        
the context of various headwinds, including volatile global economic            
conditions and a range of weather-related events.                               
Today I would like to build on the themes that Jac outlined earlier by          
addressing the long-term drivers of our industry, in particular the             
fundamental trends of industrialisation and urbanisation evident in many        
developing nations.  These trends will support strong long-term demand for      
decades to come.  But, it would obviously be remiss of me not to touch on       
the volatility in the short-term outlook.                                       
I will also outline the key elements of our strategy in the context of          
these macro-trends, explain how we are thinking about our business over the     
next five years, and how we are positioned for growth over the long term.       
In addition, as Jac said, I will touch on our recent entry into the US          
shale gas sector.                                                               
First, I would like to acknowledge the family, friends and co-workers of        
the two colleagues we tragically lost this year due to workplace accidents.     
Any fatality in our business is simply unacceptable.  We cannot claim to be     
truly successful until all risk of injury has been eliminated from our          
business; this requires a relentless focus, day in, day out, by every one       
of us.                                                                          
BHP Billiton Merger - 10 years on                                               
This year marks the tenth anniversary of the transformational merger            
between BHP and Billiton.                                                       
Our underlying EBIT this year was almost US$32 billion, which is 10 times       
greater than the first result delivered by BHP Billiton as a combined           
business.  This year we achieved record production in four commodities:         
iron ore, nickel matte, manganese and natural gas, and also achieved record     
production at 10 of our operations.                                             
Since 2001, we have successfully delivered 59 major projects, and invested      
around US$100 billion in organic growth opportunities as well as                
acquisitions of high quality, long-life assets, including the most recent       
acquisition of Petrohawk.                                                       
I will talk more later about our future investment plans and how that will      
support our ability to deliver strong shareholder returns.                      
Financial Performance                                                           
First, let me touch on some of the highlights of our performance in 2011 in     
addition to those that Jac pointed out earlier.                                 
*Our underlying earnings before interest and tax rose 62 per cent to a          
record US$32 billion.                                                           
*Profit increased by 74 per cent to US$21.7 billion; another new record for     
our Company.                                                                    
*Net Operating Cash Flow of more than US$30 billion, together with our          
strong balance sheet and low gearing, confirms our capacity to fund our         
growth aspirations.                                                             
*We completed an expanded US$10 billion share buy-back program six months       
ahead of schedule.  Including this latest effort, since 2004, it is worth       
noting that we have repurchased US$22.6 billion of shares, representing 15      
per cent of the then issued share capital.                                      
*Finally, in line with our progressive dividend policy, we announced a 22       
per cent increase in the final dividend, resulting in a full year dividend      
payout of 101 US cents per share.                                               
These results are testament to our ability to deliver robust financial          
performance through economic and commodity cycles.                              
Industry Overview / Economic Conditions                                         
Let me now turn to the short-term economic outlook, before moving to some       
of the long-term macroeconomic changes affecting our industry and               
influencing our strategy.                                                       
Even a casual observer of global equity markets over the past weeks and         
months would note the unpredictability and volatility of global markets.        
None of us is able to say for certain how the markets will perform in the       
short run.  One thing we can probably say is that higher volatility is          
likely to remain until issues surrounding the European sovereign debt           
markets are definitively addressed.                                             
The heightened volatility and uncertain economic outlook are expected to        
continue to weigh on sentiment in the markets for our commodities.  We have     
seen production curtailments in some sectors and we are generally seeing a      
more cautious approach in respect of inventory management by our customers.     
We are also aware that for some of the people we do business with, there        
has been tightening in both the availability of trade finance and the terms     
on which it can be accessed.                                                    
Despite these challenges, we continue to be able to sell all that we            
produce and our counter-parties continue to perform to contracted volumes.      
Let me now turn to our long-term outlook, which despite these short-term        
challenges, remains unchanged.  You will have heard us talk many times, and     
Jac today, about the implications for your Company of this                      
industrialisation and urbanisation that is occurring on a vast scale in         
many parts of the developing world.  Some of these developing economies are     
growing at around three times or more the rate of developed economies.          
Far from being a short-lived phenomenon or a routine commodities boom, we       
are in the early stages of a structural shift in the global economy that        
will last for many decades.  Therefore, notwithstanding the current             
challenges for the global economy, we expect the influence of developing        
nations to become more pronounced as their economies contribute a greater       
proportion of global GDP.  Against this backdrop, the future long-term          
demand for our products will remain strong.                                     
When we analyse opportunities for our Company, we not only need to look at      
demand, we also need to look at supply.  In recent years, the global supply     
side of the equation has faltered.  Many players scaled back on investment      
during the global financial crisis and, as a result, production of key          
commodities like iron ore, metallurgical coal and copper have fallen            
materially short of forecasts made only three years ago.                        
In addition, short-term disruptions like the floods in Queensland, the          
tsunami in Japan earlier this year and bottlenecks in the industry supply       
chain for tyres, trucks and key consumables have also contributed to less       
than expected global supply.                                                    
With our strong balance sheet, high quality, expandable assets and long-        
standing policy of investing through the cycle, the future supply-demand        
fundamentals represent a significant and unique opportunity, and one that       
we are well positioned to grasp.                                                
As you know, we as a Company have long held the view that the best way to       
price our products is via open and transparent price discovery.  This year      
we were pleased to see the industry take a big step forward in its approach     
to bulk commodity pricing.   We are now seeing most of our products sold on     
shorter-term reference pricing.  For businesses like iron ore and               
metallurgical coal that in the past have had to laboriously negotiate long-     
term prices each year, this is a very significant, and positive shift.  The     
shorter-term pricing mechanisms are working extremely well given the            
current volatile market conditions and the added need for transparency.         
Over time, as the liquidity in these markets develops, it will give our         
customers additional tools for managing their risk.                             
In the context of the long-term demand outlook, and the future                  
opportunities that I have just spoken about, let me now spend a few moments     
talking to some of the core elements of our strategy.                           
Our Strategy                                                                    
As Jac explained earlier, our strategy is to operate a portfolio of large,      
long-life, low-cost and expandable assets, diversified by commodity, market     
and geography and organised by way of a simple, scalable structure.  This       
diversified, low-cost asset base enhances the resilience of our cash flow       
by reducing our exposure to any one commodity or currency, thereby,             
importantly, allowing us to invest in and grow our business throughout the      
economic cycle.                                                                 
It also means that we are able to supply a suite of products to meet the        
resources demand of emerging economies at every stage of their growth.  Our     
products are the raw materials fuelling not just today`s growth, but growth     
that will happen a century from now.  This means that we will truly be able     
to deliver on our promise of "resourcing the future".                           
Organisationally, our strategy is to operate under a simple organisational      
structure.  With a workforce of more than 40,000 employees and 64,000           
contractors at more than 100 locations globally, we rely on standardised        
processes that allow us to organise our work effectively, deploy our skills     
globally and exert a high degree of control over projects.  We try to keep      
things simple so our people are free to focus on what is important.             
Another key element of our strategy is investing in expandable assets or        
"resource basins" as we like to call them. In Australia, these basins           
include our Olympic Dam copper mine; Western Australia Iron Ore; and            
Queensland Coal. In Canada, we are focused on the potash developments in        
the Saskatchewan potash basin, in Chile, Escondida copper, and in the US,       
our deep water Gulf of Mexico operations and our new shale gas assets.          
All of these assets meet our "Tier One" criteria of being large scale, long-    
life and low-cost. They are assets where we can apply our extensive             
intellectual capital as well as evolving technological innovation to            
extract decades worth of organic growth that is both highly profitable and      
relatively low risk.                                                            
Our "hub-based" organisational model allows us to set up and construct many     
projects in succession in the same resource basin, using the same teams.        
This approach provides simplicity and scalability and ensures that we can       
develop and retain specialist talent, therefore continuously improving our      
ability to execute major projects.                                              
We have a longstanding commitment to invest through economic cycles; over       
the next five years we expect to invest more than US$80 billion in our          
organic growth program.  We always prioritise investments to ensure that we     
are putting our capital to work in areas of the portfolio that will             
generate the best returns.                                                      
Which brings me to our entry into the US shale gas sector.                      
Shale Gas Acquisitions                                                          
During the year we invested close to US$20 billion in US shale gas and          
liquids through the acquisition of Petrohawk Energy Corporation and             
Chesapeake Energy Corporation`s interest in the Fayetteville Shale.  Shale      
gas is a substantial source of low carbon fuel that is perfectly positioned     
to meet the world`s expanding energy needs.  In the context of greater          
global awareness of climate change, we see the development of shale gas, as     
an additional energy source available to our customers, as particularly         
exciting.                                                                       
Both of our shale acquisitions are entirely consistent with our strategy of     
investing in large, long-life, high margin, low-cost assets, having the         
potential for significant volume growth from future development.                
Now there has been a lot of commentary about the environmental impact of        
hydraulic fracturing, so I would like to take a moment to talk about this.      
Hydraulic fracturing is a technology that has been used in the United           
States since the 1940s, in more than one million wells, to produce more         
than seven billion barrels of oil and 600 trillion cubic feet of natural        
gas.  When done correctly, the process is environmentally sound.  That          
means using the right technology coupled with disciplined operating             
practices that isolate and protect any fresh water aquifers.  The               
horizontal section where the hydraulic fracturing occurs can be over a mile     
deeper than any possible groundwater it could contact.  This is the             
fundamental difference between shale gas extraction and coal bed methane;       
our shale operations involve hydraulically fracturing shale that is deep        
below the surface.                                                              
Regulations continue to evolve in the US, with ongoing initiatives to           
protect the environment. We are working cooperatively with regulators in        
Arkansas, Texas and Louisiana.  Transparency and disclosure are also            
important.  For example, we have joined more than 40 other companies that       
voluntarily disclose the components used in hydraulic fracturing.  Let me       
reiterate that we will manage this business in a way that is satisfactory       
to those that we must serve as stakeholders.  We are very confident the         
technology meets our standards, and continues to improve all the time.          
We have been pleased with the understanding of, and support for, the shale      
industry among regulators, local governments and of course our landowner        
partners, and we are working closely with them to play our part in              
supporting ongoing initiatives to protect the environment.                      
Conclusion                                                                      
In closing, I`d like to thank our 40,000 employees and our 64,000               
contractors around the world whose efforts underpinned our financial            
achievements this year, and who are critical to our future success.             
I am proud to lead a Company whose products are directly contributing to        
improving the lives of hundreds of millions of people.                          
Thank you for your ongoing support this year, and with that I will hand         
over to Jac.                                                                    
The Chairman then conducted the formal items of business, including the         
item of the Remuneration Report as follows                                      
Remuneration Report                                                             
We are committed to clear reporting and effective governance around             
compensation.  We have provided information that demonstrates the linkages      
between executive pay, the Group`s strategy and the performance of BHP          
Billiton.                                                                       
The charts on the screen also appear in our Annual Report.  The left hand       
chart shows the Short Term Incentive.  It demonstrates the strong               
correlation to the Group`s profit performance.  The right hand chart            
relates to the Long Term Incentive.  It shows the Total Shareholder Return,     
or TSR, for the most recent five year performance period, over and above        
performance in line with the peer group average.  The out-performance is        
around US$87 billion; both shareholders and executives shared in this.          
Our executives received the maximum awards under the 2006 Long Term             
Incentive Plan because BHP Billiton achieved outstanding performance            
relative to the total market over the five year performance period.  As I       
said earlier, over the past 10 years BHP Billiton has delivered Total           
Shareholder Return of 388 per cent, compared with an ASX 20 return of 89        
per cent.                                                                       
Our compensation strategy is unchanged.  We pay a combination of fixed pay      
together with short and long-term incentives.  Over 70 per cent of Marius`      
pay is at risk and depends on the performance of the company.                   
We thought long and hard about how executive pay should be structured.  We      
put in place very demanding conditions, such as the five year vesting           
period and the requirement that we out-perform our peers for executives to      
get full vesting.                                                               
This structure, and the excellent performance of BHP Billiton over the last     
five years, is the basis for Marius` Long Term Incentive shares awarded in      
2006 that fully vested in 2011.                                                 
I should note that we have continued to engage with our shareholders            
throughout the year and, as usual, have benefited from this process.            
Closing Remarks                                                                 
In closing, let me say that our results demonstrate the strength of BHP         
Billiton.  As you have heard me say, they reflect a unique set of assets,       
an effective strategy, and the quality of our people.                           
As a Board, we believe that the best way to optimise value for our              
shareholders is to grow the company over the long-term by delivering on our     
strategy.                                                                       
We thank our shareholders for their support.  We will continue to strive        
for ongoing improvement on your behalf.                                         
The poll results will be notified to stock exchanges later today and will       
be posted on our website.                                                       
Thank you for participating and please join us for refreshments.                
Sponsor: Absa Capital (the investment banking division of Absa Bank             
Limited, affiliated with Barclays Capital)                                      
Date: 17/11/2011 09:24:28 Produced by the JSE SENS Department.                  
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