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BHP 2021 AGM Results
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91
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
Sponsor: UBS South Africa (Pty) Limited
BHP Group Limited ABN 49 004 028 077 BHP Group plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, 171 Collins Street Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015 Tel +44 20 7802 4000 Fax +44 20 7802 4111
Members of the BHP Group which is headquartered in Australia
The poll results for BHP Group Limited and BHP Group Plc as follows:
Business Votes % Votes % Total Votes Abstentions1 Result
For Against Cast
1 To receive the 2,917,916,080 99.96% 1,172,702 0.04% 2,919,088,782 40,075,352 CARRIED
2021 Financial
Statements and
Reports for BHP
2 To reappoint Ernst 2,943,697,799 99.68% 9,513,453 0.32% 2,953,211,252 5,928,318 CARRIED
& Young LLP as
the auditor of BHP
Group Plc
3 To authorise the 2,950,237,164 99.90% 2,941,725 0.10% 2,953,178,889 5,940,312 CARRIED
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 the 2,848,947,686 97.67% 67,960,760 2.33% 2,916,908,446 42,208,767 CARRIED
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
8 To approve the 2,859,834,285 97.07% 86,271,417 2.93% 2,946,105,702 12,901,951 CARRIED
2021
Remuneration
Report
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 Terry 2,877,630,976 97.51% 73,340,139 2.49% 2,950,971,115 8,165,673 CARRIED
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
Business Votes % Votes % Total Votes Abstentions1 Result
For Against Cast
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 Gary 2,897,041,858 98.17% 54,147,886 1.83% 2,951,189,744 8,006,285 CARRIED
Goldberg as a
Director of BHP
15 To re-elect Mike 2,913,239,342 98.69% 38,627,091 1.31% 2,951,866,433 7,262,292 CARRIED
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 John 2,887,962,402 98.17% 53,792,430 1.83% 2,941,754,832 17,378,157 CARRIED
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 Dion 2,908,245,901 98.56% 42,495,268 1.44% 2,950,741,169 8,394,820 CARRIED
Weisler as a
Director of BHP
20 To approve BHP’s 2,421,274,713 84.90% 430,725,050 15.10% 2,851,999,763 107,150,517 CARRIED
Climate Transition
Action Plan
21 Amendment to the 327,821,819 11.83% 2,442,964,657 88.17% 2,770,786,476 188,332,160 NOT
Constitution 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 2,915,967,704 98.92% 31,935,827 1.08% 2,947,903,531 11,003,241 NOT
lobbying VALID
23 Capital Protection 409,357,356 14.20% 2,474,194,304 85.80% 2,883,551,660 75,594,829 NOT
VALID
calculating the results of the respective polls under the joint electoral procedure, “withheld” votes at BHP Group Plc’s
1 In
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 1,464,431,198 1,454,039,417
appointed
* 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 1,487,594,810 1,465,019,141
appointed
* 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 1,487,572,574 1,465,014,664
appointed
* 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
Limited Plc
4 To approve the general authority to issue shares in BHP Group Plc
* Total number of votes exercisable by all proxies validly 1,487,321,352 1,464,943,947
appointed
* 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 1,486,671,041 1,464,506,617
appointed
* 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 1,483,748,567 1,432,575,745
appointed
* 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 1,483,431,844 1,462,568,724
appointed
* 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
Limited Plc
8 To approve the 2021 Remuneration Report
* Total number of votes exercisable by all proxies validly 1,483,082,421 1,462,558,507
appointed
* 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 1,483,637,877 1,464,660,713
appointed
* 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 1,486,853,276 1,463,535,616
appointed
* 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 1,486,721,889 1,463,534,796
appointed
* 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
Limited Plc
12 To re-elect Xiaoqun Clever as a Director of BHP
* Total number of votes exercisable by all proxies validly 1,486,959,049 1,457,770,188
appointed
* 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 1,486,724,077 1,463,536,948
appointed
* 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 1,487,070,918 1,463,537,392
appointed
* 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 1,486,886,140 1,464,398,289
appointed
* 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
Limited Plc
16 To re-elect Ken MacKenzie as a Director of BHP
* Total number of votes exercisable by all proxies validly 1,484,951,001 1,457,693,278
appointed
* 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 1,485,213,812 1,455,959,586
appointed
* 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 1,487,204,830 1,463,545,719
appointed
* 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 1,486,630,831 1,463,533,292
appointed
* 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
Limited Plc
20 To approve BHP’s Climate Transition Action Plan
* Total number of votes exercisable by all proxies validly 1,437,026,960 1,414,360,255
appointed
* 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 1,389,979,590 1,380,213,751
appointed
* 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 1,484,435,524 1,462,864,373
appointed
* 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 1,473,104,486 1,409,858,747
appointed
* 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 69.37%
Ernst & Young LLP as the auditor of BHP Group Plc
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 69.35%
cash
6 To authorise the repurchase of shares in BHP Group Plc 67.83%
7 To approve the 2021 Remuneration Report other than the part 69.25%
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 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.
Date: 11-11-2021 02:30:00
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