UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 27, 2008

 

   

 BHP BILLITON LIMITED

(ABN 49 004 028 077)

(Exact name of Registrant as specified in its charter)

 

VICTORIA, AUSTRALIA

(Jurisdiction of incorporation or organisation)

 

180 LONSDALE STREET, MELBOURNE, VICTORIA

3000 AUSTRALIA

(Address of principal executive offices)

 

BHP BILLITON PLC

(REG. NO. 3196209)

(Exact name of Registrant as specified in its charter)

 

ENGLAND AND WALES

(Jurisdiction of incorporation or organisation)

 

NEATHOUSE PLACE, VICTORIA, LONDON,

UNITED KINGDOM

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F   [  ] Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 

 


 

 

Company Secretariat

27 November 2008

 

 


 

To:

Australian Securities Exchange

cc:

New York Stock Exchange

 

London Stock Exchange

 

JSE Limited

     

Swiss Stock Exchange

     

Deutsche Bank

     

UBS Zurich

 

 

For announcement to market

Please find attached the results of the business conducted at the meetings of shareholders of BHP Billiton Limited ("Limited") held in Melbourne, Australia on 27 November 2008 and BHP Billiton Plc ("Plc") held in London, United Kingdom on 23 October 2008.

As required by the Dual Listed Companies Structure, a poll was conducted on each of the proposed resolutions. Each resolution is a Joint Electorate Action. The poll results for BHP Billiton Limited and BHP Billiton Plc are attached.

The final proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares) is detailed in Appendix 1.

 

 

Jane McAloon

Group Company Secretary

 

The poll results for BHP Billiton Limited and BHP Billiton Plc as follows:

Business

Votes

For

Votes

Against

Votes Abstained

Result

1

Receipt of the Financial Statements and Reports of BHP Billiton Plc (an ordinary resolution)

2,961,057,847

5,382,532

4,769,933

CARRIED

2

Receipt of the Financial Statements and Reports of BHP Billiton Limited (an ordinary resolution)

2,961,412,562

5,207,518

4,598,190

CARRIED

3

Re-election of Mr P M Anderson as a director of BHP Billiton Plc (an ordinary resolution)

2,953,253,505

14,405,578

3,460,239

CARRIED

4

Re-election of Mr P M Anderson as a director of BHP Billiton Limited (an ordinary resolution)

2,953,059,077

14,630,118

3,398,233

CARRIED

5

Re-election of Mr D R Argus as a director of BHP Billiton Plc (an ordinary resolution)

2,942,744,205

25,186,956

3,249,367

CARRIED

6

Re-election of Mr D R Argus as a director of BHP Billiton Limited (an ordinary resolution)

2,943,012,352

25,052,783

3,156,608

CARRIED

7

Re-election of Dr J G S Buchanan as a director of BHP Billiton Plc (an ordinary resolution)

2,962,150,339

5,570,202

3,406,709

CARRIED

8

Re-election of Dr J G S Buchanan as a director of BHP Billiton Limited (an ordinary resolution)

2,962,191,553

5,503,387

3,428,251

CARRIED

9

Re-election of Mr D A Crawford as a director of BHP Billiton Plc (an ordinary resolution)

2,953,167,392

13,618,980

4,324,677

CARRIED

10

Re-election of Mr D A Crawford as a director of BHP Billiton Limited (an ordinary resolution)

2,953,179,927

13,684,109

4,250,097

CARRIED

11

Re-election of Mr J Nasser as a director of BHP Billiton Plc (an ordinary resolution)

2,956,827,558

10,594,526

3,641,906

CARRIED

12

Re-election of Mr J Nasser as a director of BHP Billiton Limited (an ordinary resolution)

2,957,020,175

10,482,194

3,566,026

CARRIED

13

Re-election of Dr J M Schubert as a director of BHP Billiton Plc (an ordinary resolution)

2,962,220,943

5,352,788

3,529,314

CARRIED

14

Re-election of Dr J M Schubert as a director of BHP Billiton Limited (an ordinary resolution)

2,962,217,686

5,372,025

3,518,386

CARRIED

15

Election of Mr A L Boeckmann as a director of BHP Billiton Plc (an ordinary resolution)

2,926,970,061

39,779,729

4,342,821

CARRIED

16

Election of Mr A L Boeckmann as a director of BHP Billiton Limited (an ordinary resolution)

2,926,856,593

39,970,127

4,255,006

CARRIED

17

Election of Mr S Mayne as a director of BHP Billiton Plc (an ordinary resolution)

365,652,161

2,588,562,777

19,916,590

NOT CARRIED

18

Election of Mr S Mayne as a director of BHP Billiton Limited (an ordinary resolution)

365,906,725

2,588,337,573

19,857,072

NOT CARRIED

19

Election of Dr D R Morgan as a director of BHP Billiton Plc (an ordinary resolution)

2,960,473,957

6,616,333

4,015,678

CARRIED

20

Election of Dr D R Morgan as a director of BHP Billiton Limited (an ordinary resolution)

2,960,603,592

6,610,269

3,891,107

CARRIED

21

Election of Mr K C Rumble as a director of BHP Billiton Plc (an ordinary resolution)

2,959,951,478

6,894,543

4,220,308

CARRIED

22

Election of Mr K C Rumble as a director of BHP Billiton Limited (an ordinary resolution)

2,960,052,575

6,884,054

4,148,510

CARRIED

23

Re-appointment of KPMG Audit Plc as auditor of BHP Billiton Plc (an ordinary resolution)

2,930,314,537

8,958,381

31,793,096

CARRIED

24

Renewal of the general authority to allot shares in BHP Billiton Plc (an ordinary resolution)

2,831,839,326

128,802,441

10,419,092

CARRIED

25

Renewal of the disapplication of pre-emption rights in BHP Billiton Plc (a special resolution)

2,863,249,354

87,189,321

20,587,523

CARRIED

26

Approval of the repurchase of shares in BHP Billiton Plc (a special resolution)

2,944,181,391

8,602,805

18,262,346

CARRIED

27

Approval of the cancellation of shares in BHP Billiton Plc held in BHP Billiton Limited each of the following dates (each one a special resolution):

27(i)

30 April 2009

2,939,697,103

2,944,074

13,549,400

CARRIED

27(ii)

29 May 2009

2,954,556,749

2,937,091

13,554,057

CARRIED

27(iii)

15 June 2009

2,954,565,149

2,944,349

13,538,399

CARRIED

27(iv)

31 July 2009

2,954,555,898

2,942,862

13,549,137

CARRIED

27(v)

15 September 2009

2,954,678,373

2,839,653

13,529,871

CARRIED

27(vi)

30 November 2009

2,954,532,078

3,091,565

13,391,720

CARRIED

28

Approval of the Remuneration Report (an ordinary resolution)

2,885,455,350

48,995,064

24,691,675

CARRIED

29

Amendments to Rules of Group Incentive Scheme (an ordinary resolution)

2,731,253,648

164,904,880

74,763,021

CARRIED

30

Approval of the grant of awards to Mr M J Kloppers under the GIS and the LTIP (an ordinary resolution)

2,856,144,616

69,584,792

45,188,655

CARRIED

31

Approve a change to the maximum aggregate remuneration paid by BHP Billiton Plc to non-executive Directors in any year (an ordinary resolution)

2,853,531,184

77,414,486

8,426,551

CARRIED

32

Approve a change to the maximum aggregate remuneration paid by BHP Billiton Limited to non-executive Directors in any year (an ordinary resolution)

2,853,711,391

77,154,228

8,633,307

CARRIED

33

To approve the amendments to the Articles of Association of BHP Billiton Plc (a special resolution)

2,937,261,503

10,279,794

23,474,193

CARRIED

34

To approve the amendments to the Constitution of BHP Billiton Limited (a special resolution)

2,937,985,153

9,741,717

23,307,640

CARRIED

 

APPENDIX 1

BHP Billiton Limited & BHP Billiton Plc - Final Proxy Position

Limited

Plc

1

Receipt of the Financial Statements and Reports of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,614,443

1,471,051,535

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,343,555,488

1,467,053,561

was to vote against the resolution

1,587,702

3,793,492

was to abstain on the resolution

2,999,076

1,770,857

may vote at the proxy's discretion

68,471,253

204,482

2

Receipt of the Financial Statements and Reports of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,794,342

1,471,040,729

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,343,983,308

1,467,032,946

was to vote against the resolution

1,408,431

3,797,749

was to abstain on the resolution

2,815,602

1,782,588

may vote at the proxy's discretion

68,402,603

210,034

 

3

Re-election of Mr P M Anderson as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,465,729

1,472,455,319

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,339,436,672

1,464,183,961

was to vote against the resolution

6,221,066

8,060,308

was to abstain on the resolution

3,140,984

319,255

may vote at the proxy's discretion

67,807,991

211,050

4

Re-election of Mr P M Anderson as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,539,986

1,472,455,319

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,339,436,857

1,464,173,880

was to vote against the resolution

6,281,059

8,063,928

was to abstain on the resolution

3,078,978

319,255

may vote at the proxy's discretion

67,822,070

217,511

 

5

Re-election of Mr D R Argus as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,683,337

1,472,459,739

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,333,479,612

1,460,095,999

was to vote against the resolution

12,756,368

12,157,204

was to abstain on the resolution

2,934,532

314,835

may vote at the proxy's discretion

67,447,357

206,536

6

Re-election of Mr D R Argus as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,776,686

1,472,459,149

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,333,600,368

1,460,089,893

was to vote against the resolution

12,793,660

12,155,409

was to abstain on the resolution

2,841,183

315,425

may vote at the proxy's discretion

67,382,658

213,847

 

7

Re-election of Dr J G S Buchanan as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,524,460

1,472,457,609

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,341,864,255

1,470,356,405

was to vote against the resolution

3,683,934

1,889,574

was to abstain on the resolution

3,089,754

316,955

may vote at the proxy's discretion

67,976,271

211,630

8

Re-election of Dr J G S Buchanan as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,499,411

1,472,457,057

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,341,926,059

1,470,349,968

was to vote against the resolution

3,580,937

1,888,623

was to abstain on the resolution

3,110,734

317,517

may vote at the proxy's discretion

67,992,415

218,466

 

9

Re-election of Mr D A Crawford as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,463,286

1,471,594,928

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,341,658,892

1,461,847,168

was to vote against the resolution

3,804,454

9,541,270

was to abstain on the resolution

3,145,031

1,179,646

may vote at the proxy's discretion

67,999,940

206,490

10

Re-election of Mr D A Crawford as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,540,588

1,471,595,290

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,341,785,998

1,461,839,473

was to vote against the resolution

3,868,674

9,542,179

was to abstain on the resolution

3,070,813

1,179,284

may vote at the proxy's discretion

67,885,916

213,638

 

11

Re-election of Mr J Nasser as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,290,093

1,472,451,050

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,339,955,510

1,467,128,182

was to vote against the resolution

5,295,656

5,115,335

was to abstain on the resolution

3,318,652

323,254

may vote at the proxy's discretion

68,038,927

207,533

12

Re-election of Mr J Nasser as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,369,398

1,472,452,030

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,340,211,107

1,467,121,349

was to vote against the resolution

5,182,981

5,115,678

was to abstain on the resolution

3,243,482

322,544

may vote at the proxy's discretion

67,975,310

215,003

 

13

Re-election of Dr J M Schubert as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,400,894

1,472,451,428

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,341,446,752

1,470,858,117

was to vote against the resolution

3,880,358

1,385,001

was to abstain on the resolution

3,206,168

323,146

may vote at the proxy's discretion

68,073,784

208,310

14

Re-election of Dr J M Schubert as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,417,780

1,472,450,522

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,341,511,134

1,470,850,783

was to vote against the resolution

3,900,010

1,384,586

was to abstain on the resolution

3,196,434

321,952

may vote at the proxy's discretion

68,006,636

215,153

 

15

Election of Mr A L Boeckmann as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,412,585,234

1,472,457,120

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,337,920,702

1,450,808,645

was to vote against the resolution

6,329,623

21,438,233

was to abstain on the resolution

4,025,552

317,269

may vote at the proxy's discretion

68,334,909

210,242

16

Election of Mr A L Boeckmann as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,412,664,230

1,472,455,054

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,337,873,599

1,450,711,295

was to vote against the resolution

6,437,900

21,525,771

was to abstain on the resolution

3,937,058

317,948

may vote at the proxy's discretion

68,352,731

217,988

 

17

Election of Mr S Mayne as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,411,528,914

1,460,908,005

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

109,521,740

252,753,811

was to vote against the resolution

1,237,743,561

1,207,954,631

was to abstain on the resolution

8,027,990

11,888,600

may vote at the proxy's discretion

64,263,613

199,563

18

Election of Mr S Mayne as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,411,558,854

1,460,907,425

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

109,681,225

252,838,438

was to vote against the resolution

1,237,681,745

1,207,861,341

was to abstain on the resolution

7,969,028

11,888,044

may vote at the proxy's discretion

64,195,884

207,646

 

19

Election of Dr D R Morgan as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,412,900,543

1,472,454,214

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,339,730,495

1,470,864,038

was to vote against the resolution

5,208,084

1,381,731

was to abstain on the resolution

3,695,318

320,360

may vote at the proxy's discretion

67,961,964

208,445

20

Election of Dr D R Morgan as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,413,024,838

1,472,454,490

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,339,935,777

1,470,857,158

was to vote against the resolution

5,202,126

1,381,579

was to abstain on the resolution

3,571,023

320,084

may vote at the proxy's discretion

67,886,935

215,753

 

21

Election of Mr K C Rumble as a director of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,412,672,741

1,472,454,129

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,338,557,257

1,470,864,912

was to vote against the resolution

5,351,686

1,379,604

was to abstain on the resolution

3,899,863

320,445

may vote at the proxy's discretion

68,763,798

209,613

22

Election of Mr K C Rumble as a director of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,412,756,176

1,472,461,302

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,338,759,711

1,470,855,787

was to vote against the resolution

5,332,900

1,387,901

was to abstain on the resolution

3,828,538

319,972

may vote at the proxy's discretion

68,663,565

217,614

 

23

Re-appointment of KPMG Audit Plc as auditor of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,413,264,561

1,444,311,623

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,342,379,087

1,437,573,202

was to vote against the resolution

2,424,113

6,530,300

was to abstain on the resolution

3,330,145

28,462,951

may vote at the proxy's discretion

68,461,361

208,121

24

General authority to allot shares in BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,410,145,953

1,468,795,615

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,325,705,335

1,355,661,827

was to vote against the resolution

15,733,605

112,925,898

was to abstain on the resolution

6,441,333

3,977,759

may vote at the proxy's discretion

68,707,013

207,890

 

25

Renewal of the disapplication of pre-emption rights in BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,408,001,885

1,460,769,255

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,325,842,742

1,386,467,308

was to vote against the resolution

13,041,804

74,094,085

was to abstain on the resolution

8,582,204

12,005,319

may vote at the proxy's discretion

69,117,339

207,862

26

Approval of repurchase of shares in BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,409,836,990

1,461,287,952

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,336,249,192

1,456,932,876

was to vote against the resolution

4,400,032

4,151,227

was to abstain on the resolution

6,775,724

11,486,622

may vote at the proxy's discretion

69,187,766

203,849

 

27

Approval of the cancellation of shares in BHP Billiton Plc held in BHP Billiton Limited on each of the following dates:

27(i)

30 April 2009

Total number of proxy votes exercisable by all proxies validly appointed

1,408,112,242

1,467,729,293

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,336,279,000

1,467,241,007

was to vote against the resolution

2,644,372

273,995

was to abstain on the resolution

8,504,499

5,044,901

may vote at the proxy's discretion

69,188,870

214,291

27(ii)

29 May 2009

Total number of proxy votes exercisable by all proxies validly appointed

1,408,108,965

1,467,729,463

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,336,103,396

1,467,238,980

was to vote against the resolution

2,637,912

273,472

was to abstain on the resolution

8,509,326

5,044,731

may vote at the proxy's discretion

69,367,657

217,011

 

27(iii)

15 June 2009

Total number of proxy votes exercisable by all proxies validly appointed

1,408,124,623

1,467,729,463

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,336,090,002

1,467,241,365

was to vote against the resolution

2,645,472

273,170

was to abstain on the resolution

8,493,668

5,044,731

may vote at the proxy's discretion

69,389,149

214,928

27(iv)

31 July 2009

Total number of proxy votes exercisable by all proxies validly appointed

1,408,113,885

1,467,729,463

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,336,076,315

1,467,234,753

was to vote against the resolution

2,643,985

273,170

was to abstain on the resolution

8,504,406

5,044,731

may vote at the proxy's discretion

69,393,585

221,540

 

27(v)

15 September 2009

Total number of proxy votes exercisable by all proxies validly appointed

1,408,133,121

1,467,729,493

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,336,031,213

1,467,375,668

was to vote against the resolution

2,673,050

138,721

was to abstain on the resolution

8,485,170

5,044,701

may vote at the proxy's discretion

69,428,858

215,104

27(vi)

30 November 2009

Total number of proxy votes exercisable by all proxies validly appointed

1,408,253,013

1,467,729,308

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,335,093,403

1,467,230,033

was to vote against the resolution

2,789,804

274,061

was to abstain on the resolution

8,346,834

5,044,886

may vote at the proxy's discretion

70,369,806

225,214

 

 

28

Approval of the Remuneration Report

Total number of proxy votes exercisable by all proxies validly appointed

1,407,772,524

1,456,886,704

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,313,335,767

1,434,396,072

was to vote against the resolution

26,300,193

22,282,237

was to abstain on the resolution

8,806,006

15,885,669

may vote at the proxy's discretion

68,136,564

208,395

29

Amendments to Rules of Group Incentive Scheme

Total number of proxy votes exercisable by all proxies validly appointed

1,401,963,334

1,412,653,642

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,268,320,609

1,325,580,902

was to vote against the resolution

65,388,953

86,867,494

was to abstain on the resolution

14,641,590

60,121,431

may vote at the proxy's discretion

68,253,772

205,246

30

Approve the grant of awards to Mr M J Kloppers under the GIS and the LTIP

Total number of proxy votes exercisable by all proxies validly appointed

1,409,730,479

1,434,467,361

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,296,142,699

1,423,899,449

was to vote against the resolution

47,085,449

10,361,197

was to abstain on the resolution

6,881,442

38,307,213

may vote at the proxy's discretion

66,502,331

206,715

31

Change to maximum aggregate remuneration paid by BHP Billiton Plc to non-executive Directors in any year

Total number of proxy votes exercisable by all proxies validly appointed

1,378,330,216

1,471,367,006

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,274,377,307

1,469,603,456

was to vote against the resolution

75,274,354

1,703,253

was to abstain on the resolution

7,160,209

1,266,342

may vote at the proxy's discretion

28,678,555

60,297

32

Change to maximum aggregate remuneration paid by BHP Billiton Limited to non-executive Directors in any year

Total number of proxy votes exercisable by all proxies validly appointed

1,378,261,439

1,471,362,424

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,274,520,172

1,469,595,904

was to vote against the resolution

75,018,631

1,700,202

was to abstain on the resolution

7,364,850

1,268,457

may vote at the proxy's discretion

28,722,636

66,318

 

33

Amendments to the Articles of Association of BHP Billiton Plc

Total number of proxy votes exercisable by all proxies validly appointed

1,409,734,389

1,456,151,434

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,332,578,119

1,454,133,261

was to vote against the resolution

8,478,819

1,807,514

was to abstain on the resolution

6,853,404

16,620,789

may vote at the proxy's discretion

68,677,451

210,659

34

Amendments to the Constitution of BHP Billiton Limited

Total number of proxy votes exercisable by all proxies validly appointed

1,409,917,735

1,456,154,862

Total number of proxy votes in respect of which the appointments specified that the proxy -

was to vote for the resolution

1,333,186,629

1,454,141,745

was to vote against the resolution

7,955,407

1,795,024

was to abstain on the resolution

6,687,928

16,619,712

may vote at the proxy's discretion

68,775,699

218,093

 

BHP Billiton Limited ABN 49 004 028 077

Registered in Australia

Registered Office: 180 Lonsdale Street Melbourne Victoria 3000

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

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

BHP Billiton Limited and BHP Billiton Plc

 

 

 

Date: 27 November 2008

By:

Jane McAloon

 

Name: 

Jane McAloon

 

Title:

Group Company Secretary