UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
December 1, 2009
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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) |
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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)
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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 |
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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): [ ] |
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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): [ ] |
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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 |
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If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
Company Secretariat
26 November 2009
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To: Australian Securities Exchange London Stock Exchange |
cc: New York Stock Exchange Swiss Stock Exchange JSE Limited 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 Brisbane, Australia on 26 November 2009 and BHP Billiton Plc ("Plc") held in London, United Kingdom on 29 October 2009.
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. The additional information required in respect of BHP Billiton Plc by the United Kingdom's Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009) is provided in Appendix 2.
Two copies of the resolutions passed at the closure of the poll today have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (Telephone no: +44 (0)20 7066 1000).
Jane McAloon
Group Company Secretary
The poll results for BHP Billiton Limited and BHP Billiton Plc as follows:
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Business |
Votes For |
Votes Against |
Votes Abstained |
Result |
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1 |
Receipt of the Financial Statements and Reports for BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
2,838,046,338 |
21,060,152 |
118,993,169 |
CARRIED |
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2 |
Re-election of Mr Carlos Cordeiro as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
2,946,925,237 |
23,865,947 |
7,328,358 |
CARRIED |
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3 |
Re-election of Mr David Crawford as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
2,893,440,665 |
66,564,346 |
19,113,762 |
CARRIED |
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4 |
Re-election of The Hon E Gail de Planque as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
2,956,502,934 |
10,108,078 |
11,507,189 |
CARRIED |
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5 |
Re-election of Mr Marius Kloppers as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
2,961,263,493 |
6,257,441 |
10,580,944 |
CARRIED |
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6 |
Re-election of Mr Don Argus as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
2,902,951,818 |
68,328,117 |
6,820,580 |
CARRIED |
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7 |
Election of Mr Wayne Murdy as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
2,960,863,132 |
9,457,978 |
7,790,095 |
CARRIED |
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8 |
Re-appointment of KPMG Audit Plc as auditor of BHP Billiton Plc (an ordinary resolution) |
2,940,616,309 |
8,628,242 |
28,812,046 |
CARRIED |
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9 |
Renewal of the general authority to issue shares in BHP Billiton Plc (an ordinary resolution) |
2,682,829,361 |
279,687,592 |
15,553,450 |
CARRIED |
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10 |
Renewal of the disapplication of pre-emption rights in BHP Billiton Plc (a special resolution) |
2,790,231,523 |
176,378,755 |
11,224,659 |
CARRIED |
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11 |
Approval of the repurchase of shares in BHP Billiton Plc (a special resolution) |
2,959,662,730 |
8,108,354 |
10,247,912 |
CARRIED |
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12 |
Approval of the cancellation of shares in BHP Billiton Plc held by BHP Billiton Limited on each of the following dates (each one a special resolution): |
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12(i) |
30 April 2010 |
2,952,934,478 |
10,999,233 |
14,166,450 |
CARRIED |
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12(ii) |
17 June 2010 |
2,951,571,526 |
11,401,888 |
14,147,378 |
CARRIED |
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12(iii) |
15 September 2010 |
2,952,861,305 |
11,126,576 |
14,132,160 |
CARRIED |
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12(iv) |
11 November 2010 |
2,952,916,669 |
11,102,233 |
14,093,626 |
CARRIED |
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13 |
Approval of the Remuneration Report (an ordinary non-binding resolution) |
2,866,489,458 |
69,401,329 |
42,090,615 |
CARRIED |
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14 |
Approval of the grant of awards to Mr Marius Kloppers under the GIS and the LTIP (an ordinary resolution) |
2,893,631,655 |
65,378,929 |
18,897,118 |
CARRIED |
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APPENDIX 1 |
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BHP Billiton Limited & BHP Billiton Plc - Final Proxy Position |
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Limited |
Plc |
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1 |
Receipt of the Financial Statements and Reports for BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,412,775,717 |
1,443,917,803 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,356,307,768 |
1,424,810,324 |
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was to vote against the resolution |
2,159,850 |
18,900,302 |
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was to abstain on the resolution |
115,205,613 |
3,786,961 |
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may vote at the proxy's discretion |
54,308,099 |
207,177 |
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2 |
Re-election of Mr Carlos Cordeiro as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,524,835,912 |
1,443,533,623 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,463,679,970 |
1,426,167,975 |
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was to vote against the resolution |
6,708,244 |
17,146,592 |
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was to abstain on the resolution |
3,166,026 |
4,171,141 |
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may vote at the proxy's discretion |
54,447,698 |
219,056 |
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3 |
Re-election of Mr David Crawford as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,525,988,482 |
1,431,597,091 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,460,421,269 |
1,375,931,468 |
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was to vote against the resolution |
11,106,713 |
55,446,743 |
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was to abstain on the resolution |
3,012,687 |
16,107,673 |
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may vote at the proxy's discretion |
54,460,500 |
218,880 |
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4 |
Re-election of The Hon E Gail de Planque as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,520,640,185 |
1,443,555,654 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,458,227,960 |
1,441,250,932 |
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was to vote against the resolution |
8,005,718 |
2,086,166 |
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was to abstain on the resolution |
7,359,412 |
4,149,110 |
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may vote at the proxy's discretion |
54,406,507 |
218,556 |
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5 |
Re-election of Mr Marius Kloppers as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,525,459,863 |
1,439,648,048 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,466,266,030 |
1,438,187,103 |
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was to vote against the resolution |
5,006,406 |
1,251,257 |
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was to abstain on the resolution |
2,524,103 |
8,056,024 |
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may vote at the proxy's discretion |
54,187,427 |
209,688 |
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6 |
Re-election of Mr Don Argus as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,525,307,766 |
1,443,550,109 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,457,699,957 |
1,388,573,274 |
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was to vote against the resolution |
13,557,399 |
54,766,047 |
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was to abstain on the resolution |
2,674,345 |
4,154,455 |
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may vote at the proxy's discretion |
54,050,410 |
210,788 |
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7 |
Election of Mr Wayne Murdy as a director of each of BHP Billiton Limited and BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,524,363,811 |
1,443,526,787 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,461,541,841 |
1,442,054,523 |
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was to vote against the resolution |
8,181,198 |
1,249,775 |
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was to abstain on the resolution |
3,628,790 |
4,177,977 |
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may vote at the proxy's discretion |
54,640,772 |
222,489 |
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8 |
Re-appointment of KPMG Audit Plc as auditor of BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,519,532,549 |
1,427,278,687 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,461,778,233 |
1,421,854,402 |
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was to vote against the resolution |
3,421,297 |
5,180,010 |
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was to abstain on the resolution |
8,406,508 |
20,425,013 |
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may vote at the proxy's discretion |
54,333,019 |
244,275 |
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9 |
Renewal of the general authority to issue shares in BHP Billiton Plc (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,521,462,132 |
1,438,938,643 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,449,313,250 |
1,176,409,878 |
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was to vote against the resolution |
17,396,700 |
262,281,892 |
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was to abstain on the resolution |
6,535,965 |
8,720,701 |
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may vote at the proxy's discretion |
54,752,182 |
246,873 |
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10 |
Renewal of the disapplication of pre-emption rights in BHP Billiton Plc (a special resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,518,729,271 |
1,445,796,865 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,446,481,820 |
1,286,425,984 |
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was to vote against the resolution |
17,198,737 |
159,129,097 |
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was to abstain on the resolution |
9,266,040 |
1,907,899 |
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may vote at the proxy's discretion |
55,048,714 |
241,784 |
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11 |
Approval of the repurchase of shares in BHP Billiton Plc (a special resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,521,466,902 |
1,443,994,378 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,459,883,141 |
1,442,113,542 |
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was to vote against the resolution |
6,448,417 |
1,639,852 |
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was to abstain on the resolution |
6,525,562 |
3,710,386 |
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may vote at the proxy's discretion |
55,135,344 |
240,984 |
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12 |
Approval of the cancellation of shares in BHP Billiton Plc held by BHP Billiton Limited on each of the following dates (each one a special resolution): |
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12(i) |
30 April 2010 |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,518,589,595 |
1,442,988,162 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,454,984,991 |
1,439,877,026 |
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was to vote against the resolution |
8,148,392 |
2,825,541 |
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was to abstain on the resolution |
9,392,987 |
4,716,602 |
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may vote at the proxy's discretion |
55,456,212 |
285,595 |
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12(ii) |
17 June 2010 |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,517,627,369 |
1,442,990,091 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,453,505,515 |
1,439,875,542 |
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was to vote against the resolution |
8,567,943 |
2,826,829 |
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was to abstain on the resolution |
9,375,844 |
4,714,673 |
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may vote at the proxy's discretion |
55,553,911 |
287,720 |
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12(iii) |
15 September 2010 |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,518,640,832 |
1,442,991,095 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,454,780,879 |
1,439,878,485 |
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was to vote against the resolution |
8,294,570 |
2,824,890 |
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was to abstain on the resolution |
9,361,630 |
4,713,669 |
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may vote at the proxy's discretion |
55,565,383 |
287,720 |
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12(iv) |
11 November 2010 |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,518,683,968 |
1,442,987,923 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,454,773,438 |
1,439,875,780 |
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was to vote against the resolution |
8,271,503 |
2,823,614 |
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was to abstain on the resolution |
9,311,181 |
4,716,841 |
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may vote at the proxy's discretion |
55,639,027 |
288,529 |
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13 |
Approval of the Remuneration Report (an ordinary non-binding resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,503,474,496 |
1,430,116,305 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,414,600,587 |
1,395,682,960 |
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was to vote against the resolution |
35,262,330 |
34,161,904 |
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was to abstain on the resolution |
24,419,423 |
17,586,498 |
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may vote at the proxy's discretion |
53,611,579 |
271,441 |
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14 |
Approval of the grant of awards to Mr Marius Kloppers under the GIS and the LTIP (an ordinary resolution) |
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Total number of proxy votes exercisable by all proxies validly appointed |
1,516,233,639 |
1,440,597,067 |
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Total number of proxy votes in respect of which the appointments specified that the proxy - |
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was to vote for the resolution |
1,415,877,975 |
1,436,862,362 |
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was to vote against the resolution |
47,541,281 |
3,449,226 |
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was to abstain on the resolution |
11,676,617 |
7,107,697 |
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may vote at the proxy's discretion |
52,814,383 |
285,479 |
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APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdom's Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009) and in respect of BHP Billiton Plc, the votes validly cast* as a percentage of the company's total issued share capital (as at 6pm on 27 October 2009) are:
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Item of Business |
Votes cast %* |
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1 |
Receipt of the Financial Statements and Reports for BHP Billiton Plc and BHP Billiton Limited |
64.72 |
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2 |
Re-election of Mr Carlos Cordeiro as a director of each of BHP Billiton Plc and BHP Billiton Limited |
64.70 |
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3 |
Re-election of Mr David Crawford as a director of each of BHP Billiton Plc and BHP Billiton Limited |
64.17 |
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4 |
Re-election of The Hon E Gail de Planque as a director of each of BHP Billiton Plc and BHP Billiton Limited |
64.70 |
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5 |
Re-election of Mr Marius Kloppers as a director of each of BHP Billiton Plc and BHP Billiton Limited |
64.53 |
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6 |
Re-election of Mr Don Argus as a director of each of BHP Billiton Plc and BHP Billiton Limited |
64.70 |
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7 |
Election of Mr Wayne Murdy as a director of each of BHP Billiton Plc and BHP Billiton Limited |
64.70 |
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8 |
Re-appointment of KPMG Audit Plc as auditor of BHP Billiton Plc |
63.97 |
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9 |
Renewal of the general authority to issue shares in BHP Billiton Plc
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64.49 |
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10 |
Renewal of the disapplication of pre-emption rights in BHP Billiton Plc
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64.80 |
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11 |
Approval of the repurchase of shares in BHP Billiton Plc
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64.72 |
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12 |
Approval of the cancellation of shares in BHP Billiton Plc held by BHP Billiton Limited on each of the following dates: |
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12(i) |
30 April 2010 |
64.68 |
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12(ii) |
17 June 2010 |
64.68 |
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12(iii) |
15 September 2010 |
64.68 |
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12(iv) |
11 November 2010 |
64.68 |
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13 |
Approval of the Remuneration Report |
64.10 |
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14 |
Approval of the grant of awards to Mr Marius Kloppers under the GIS and the LTIP |
64.57 |
*This calculation does not include the votes cast at the BHP Billiton Limited Annual General Meeting which are added to the votes cast at the BHP Billiton Plc Annual General Meeting to give the
final result in relation to each resolution. Final poll results for BHP Billiton Plc and BHP Billiton Limited can be found on pages 2, 3 and 4 of this announcement.
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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
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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. |
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BHP Billiton Limited and BHP Billiton Plc |
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Date: December 1 2009 |
By: |
/s/ Jane McAloon |
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Name: |
Jane McAloon |
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Title: |
Group Company Secretary |