BHP Group Limited General Meeting
BHP to proceed with Unification proposal
2 December 2021
Unification will provide a simpler corporate structure that will make BHP simpler and more agile, with the strategic flexibility to shape our portfolio for the future.
BHP Group Limited General Meeting
Results of meetings (PDF 29KB)
Speech (PDF 21KB)
Presentation (PDF 2.2MB)
The Limited General Meeting (GM) will be held online via a virtual meeting platform at 6.00pm (Melbourne time) on Thursday 20 January 2022.
BHP is committed to health and safety, including the health and safety of our shareholders and our people. Accordingly, as foreshadowed as a possible contingency plan in the Notice of Limited General Meeting released on 8 December 2021, BHP has decided that the BHP Group Limited meeting will be held as an online meeting instead of an in-person meeting in Melbourne.
The date and time of the meeting remain unchanged. The meeting will be held online at 6:00pm (Melbourne time) on Thursday, 20 January 2022. The business to be considered at the meeting also remains unchanged, and is set out in the original Notice of Limited General Meeting.
BHP recognises the importance of the meeting as an opportunity for BHP Group Limited shareholders to consider and vote on the unification proposal. BHP Group Limited shareholders will be able to ask questions and vote in real time via an online platform.
Instructions for participating online via the Virtual Meeting Platform
Group Limited Shareholders can view and participate in the meeting online using the Virtual Meeting Platform on a web browser, PC or PC equivalent or smartphone device. The web browser must be compatible with the latest browser versions of Chrome, Firefox, Edge and Safari. The Group Limited General Meeting will be webcast live via the Virtual Meeting Platform and Group Limited Shareholders will be able to attend, view and listen to proceedings, ask written and audio questions and vote in real time using the Virtual Meeting Platform. Please access the Virtual Meeting Platform at https://web.lumiagm.com/.
Enter the following URL in your browser: https://web.lumiagm.com/359037399.
The meeting ID for the Limited General Meeting is 359-037-399.
Your username is your Shareholder Reference Number (“SRN”) and Postcode. These can be found printed on your Proxy Form. If you are unable to access your SRN or postcode, please contact Computershare using the details set out in Section 3.4 of the Circular. Please note that calls may be monitored or recorded and Computershare cannot provide advice on the merits of Unification or give any financial, legal or tax advice.
Access to the Group Limited General Meeting via the Virtual Meeting Platform will be available from 5:00PM (AEDT) on Thursday 20 January 2022. However, voting will not be enabled until the poll is opened.
For more information about meeting access, including the Virtual Meetings Guide, please see the Frequently Asked Questions section below.
Voting
Group Limited Shareholders entitled to attend and vote at the Group Limited General Meeting may vote online via the Virtual Meeting Platform, or they may appoint another person as their proxy to attend and vote in their stead. A proxy need not be a member of the Company. A Group Limited Shareholder may appoint more than one proxy in relation to the Group Limited General Meeting provided that each proxy is appointed to exercise the rights attached to a different Scheme Share(s).
Voting at the Group Limited General Meeting will be by poll. Group Limited Shareholders are strongly encouraged to submit proxy appointments and instructions for the Group Limited General Meeting as soon as possible, using any of the methods (by posting the Proxy Form, online or electronically) described in the Frequently Asked Questions section below.
Completion and return of a Proxy Form, or the appointment of proxies electronically, will not preclude a Group Limited Shareholder from attending and voting at the Group Limited Meeting (or any adjournment thereof) online via the Virtual Meeting Platform.
Voting by proxy
You can lodge your proxy using any of the following methods:
Electronically by recording the proxy appointment and voting instructions via Investor Vote. Only registered Limited Shareholders may access this facility and will need the Control Number, their Holder Identification Number (HIN) or Security holder Reference Number (SRN) and postcode for their shareholding (each as shown on the proxy form). SRN/HIN details are also set out on holding statements. Once you have entered your voting instructions electronically, you will be asked to confirm your voting selections. At this point, you can request an email confirmation of your vote. Once you press ‘submit’, you will be taken to a screen that confirms your details have been received and processed. If you do not see this confirmation screen, you should contact the Limited Share Registry on 1300 656 780 (from within Australia) or +61 3 9415 4020 (from outside Australia)
- By hand delivery or post to:
Limited Share Registry
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067
Postal address: GPO Box 782, Melbourne VIC 3001 Australia - By fax to 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia);
- For Intermediary Online users only (custodians) at www.intermediaryonline.com
Questions and comments
Group Limited Shareholders are reminded that they can attend, view and listen to proceedings, ask written and audio questions and/or raise any opinions or comments online via the Virtual Meeting Platform (as described in the Virtual Meeting Guide).
Group Limited Shareholders attending online via the Virtual Meeting Platform will have a reasonable opportunity as a whole to make comments and ask questions during the Group Limited General Meeting on all the items of business set out in the Notice of Group Limited General Meeting. In order to maintain the proper and orderly conduct of the Group Limited General Meeting, Group Limited Shareholders are kindly requested to restrict themselves to two questions or comments initially, and further questions will be considered if time permits. There may not be sufficient time available to address all of the comments and questions raised.
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1. When is the BHP Group Limited GM?
The Limited GM will be held at The Grand Hyatt, 123 Collins St, Melbourne VIC 3000 at 6pm (Melbourne time) on Thursday 20 January 2022. -
2. Am I entitled to vote at the Limited GM?
To vote at the Limited GM, you must be a registered holder of Limited Shares as at the Voting Entitlement Time, which is 7pm Melbourne time on Tuesday 18 January 2022. Your voting entitlement will be determined by the number of Limited Shares you hold at that time. -
3. How do I register my attendance on the day of the Limited GM?
You must register to vote at the Limited GM. The registration desks will be open from 5pm (Melbourne time) and we ask that you arrive at least 30 minutes before proceedings commence to complete registration. -
4. I have a power of attorney from a shareholder. How can I attend and vote?
Attorneys should submit an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Limited GM to the Limited Share Registry prior to the Limited GM, unless previously given to the Limited Share Registry. -
5. I am a representative of a corporate shareholder. How can I attend and vote?
A shareholder that is a corporation may appoint an individual to act as its representative and to vote at the Limited GM in accordance with the Corporations Act. The representative should submit evidence of his or her appointment, including any authority under which it is signed, to the Limited Share Registry prior to the Limited GM, unless previously given to the Limited Share Registry. -
6. I hold American Depositary Shares (Limited ADSs). Can I attend and vote?
The main contact for Limited ADS Holders who do not hold their investment directly is the registered shareholder, custodian or broker, or whoever administers the investment on their behalf. Limited ADS Holders should deal with that contact in relation to any rights under the agreement to participate in and vote by proxy at the Limited GM. -
7. I want to vote but I can’t attend the Limited GM. What should I do?
If you cannot attend the Limited GM, you can appoint the Chair of the Limited GM or any other person as your proxy to attend and vote on your behalf.
- A Limited Shareholder entitled to attend the Limited GM and cast two or more votes may appoint up to two proxies. A proxy need not be a shareholder and can be an individual or a body corporate. Each proxy will have the right to vote on a poll and to speak at the Limited GM.
- A proxy appointment may specify the proportion or number of votes that the proxy may exercise. Where this is not specified and more than one proxy is appointed, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half the votes).
- If a proxy is not directed how to vote on a Unification Resolution, or should any resolution other than those specified in this Notice of Limited GM be proposed at the Limited GM, the proxy may vote or abstain from voting on that resolution as they think fit.
- If a proxy is instructed to abstain from voting on a Unification Resolution, they are directed not to vote on the Limited Shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
- Limited Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair of the Limited GM as their proxy to vote on their behalf. If a proxy form is returned with a direction on how to vote but the nominated proxy does not attend the Limited GM, or does not vote on the resolution, the Chair of the Limited GM will act in place of the nominated proxy and vote in accordance with any instructions. It is intended that proxy appointments in favour of the Chair of the Limited GM, the Secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed at Items 1 to 5 in this Notice of Limited GM.
- The proxy form must be signed by the Limited Shareholder or the Limited Shareholder’s attorney.
- Proxies appointed by corporations must be executed in accordance with the Corporations Act.
- Proxy forms can be download above.
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8. When do I have to submit my proxy appointment by?
- Proxies must be lodged by 6pm Melbourne time on Tuesday 18 January 2022. Proxies lodged after this time will be invalid.
- Where the appointment of a proxy is signed by the appointor’s attorney, a certified copy of the power of attorney, or the power itself, must be received by Limited or the Limited Share Registry at the address specified below or by facsimile, by 6pm Melbourne time on Tuesday 18 January 2022. If facsimile transmission is used, the power of attorney must be certified.
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9. How do I submit my proxy appointment?
You can lodge your proxy using any of the following methods:
- Electronically by recording the proxy appointment and voting instructions via www.bhp.com or www.investorvote.com.au. Only registered Limited Shareholders may access this facility and will need the Control Number, their Holder Identification Number (HIN) or Security holder Reference Number (SRN) and postcode for their shareholding (each as shown on the proxy form). SRN/HIN details are also set out on holding statements. Once you have entered your voting instructions electronically, you will be asked to confirm your voting selections. At this point, you can request an email confirmation of your vote. Once you press ‘submit’, you will be taken to a screen that confirms your details have been received and processed. If you do not see this confirmation screen, you should contact the Limited Share Registry.
- By hand delivery or post to:
Limited Share Registry
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067
Postal address: GPO Box 782, Melbourne VIC 3001 Australia - By fax to 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia);
- For Intermediary Online users only (custodians) at www.intermediaryonline.com.
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10. When can I find out the results of the Limited GM?
Voting results will be announced to the stock exchanges and made available at bhp.com as soon as the poll is finalised after the Limited GM. -
11. How do I watch the Limited GM as a guest?
You can watch the Limited GM using a desktop computer or a mobile device using the details provided in the Meeting access section above. You should select the ‘Guest’ option and enter your name and email details. -
12. What if COVID restrictions are in place at the time of the Limited GM?
Any Limited Shareholders who wish to attend the Limited GM should take heed of government warnings and recommendations and monitor the BHP website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the Limited GM..
However, to ensure that their votes will be counted, all Limited Shareholders are encouraged to lodge a directed proxy and submit any questions they have in advance of the Limited GM (whether or not you plan to attend) in case it becomes necessary or appropriate for Limited to make alternative arrangements for the holding or conduct of the Limited GM. -
13. What are the deadlines for lodging online votes and questions?
Right to vote and ask questions at the LimitedGM
To participate in the Limited GM as a shareholder, you must be a registered holder of shares as at 7pm Melbourne time on Tuesday 18 January 2022.
Deadline for lodging your proxy appointment before the Limited GM
6pm Melbourne time on Tuesday 18 January 2022.
Deadline for submitting written questions before the Limited GM
6.00pm (Melbourne time) on Thursday 13 January, 2022.
Lumi user guide
Technical Difficulties
Technical difficulties may arise during the course of the meeting. The Chair of the meeting has discretion as to whether and how the GM should proceed if a technical difficulty arises. In exercising this discretion, the Chair of the meeting will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chair of the meeting considers it appropriate, the Chair of the meeting may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a directed proxy in advance of the meeting even if they plan to attend the meeting online.
Shareholders may experience local technical difficulties, such as poor internet connection.
Below are some suggested tips designed to help if you are experiencing technical difficulties.
Internet
- Hard-wired internet or home wireless are both suitable to view the stream. Generally, hard-wired internet provides a stronger connection.
- If you cannot connect to the internet, try restarting your computer.
- If your wireless internet connection drops in and out, try restarting your modem / wireless router.
- If you are experiencing connection issues after trying the above troubleshooting options, please contact your internet or NBN provider.
Web browser
- To access the meeting, you will need to either access the Lumi website, https://web.lumiagm.com or download the dedicated “Lumi AGM” app.
- For the best shareholder experience, BHP recommends the use of the Lumi website.
- “Lumi AGM” can be accessed online using most well-known internet browsers such as Internet Explorer (version 11), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone.
- If you choose to access via a tablet or smartphone, you will need to download the latest version of the “Lumi AGM” app from the Google Play Store™ or the Apple® App Store. We recommend that you do this in advance of the event. Please note that the app is not compatible with older devices operating Android 4.4 (and below) or iOS 9 (and below).
- If you are having trouble accessing the site, try updating your web browser.
- Please see the Lumi user guide for further information on how to access Lumi.
Devices
- You can use a number of devices to view this live stream - desktop, laptop, tablet, smartphone, smart TV.
- Your device must have internet access, a screen, speakers and up to date web browser.
- If using your phone or tablet, turn it on its side to landscape mode. This will allow for better viewing of the event.
Audio
- If you are having audio issues, check that audio can play from other sources. A good way to check this is by playing a video on YouTube.
- Desktops generally have external speakers. Check they are plugged in and volume up.
- Ensure your computer volume is not muted, and turned up.
- If you’ve connected your laptop to an external screen, check that the correct source is playing your audio.
- If on a mobile device, check your Bluetooth hasn’t connected to a different audio device like your headphones or a Bluetooth speaker.