orange gradient

Results of meetings (PDF 29KB)

Speech (PDF 22KB)

Presentation (PDF 3MB)

The BHP Group Plc General Meeting (Plc GM) will be held at 133 Houndsditch, London EC3A 7BX, England at the later of 10:30am (GMT) or the conclusion or adjournment of the Plc Scheme Meeting on Thursday 20 January 2022. 

At the time of writing, UK public health regulations and guidance allow us to hold an in-person meeting, with Plc Shareholders able to physically attend the Plc GM. However, given that the Limited GM and the Plc Meetings will take place sequentially in both Australia and the UK, Directors based in the northern hemisphere will attend the Plc GM and Australia-based Directors, including the Chairman (Ken MacKenzie) and Chief Executive Officer (Mike Henry) will attend the Limited GM in person, and will therefore not be able to attend the Plc GM in person. BHP will put arrangements in place to allow them to contribute to the Plc GM. 

BHP is committed to health and safety, including the health and safety of our shareholders and our people. Any Plc Shareholders who wish to attend the Plc GM should take heed of UK Government warnings and recommendations and also monitor the BHP website and LSE and JSE announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the Plc GM.

Please do not attend the Plc GM in person if you are feeling unwell. 

Please be aware that we will be observing social distancing rules and we will not be offering refreshments at the Plc GM. It also may not be possible to admit all Plc Shareholders who wish to attend the Plc GM due to any applicable venue capacity or other COVID-19-related restrictions. 

We will continue to closely monitor any developments in public health guidance and legislation issued by the UK Government in relation to COVID-19. Should it become necessary or appropriate to revise the current arrangements for the Plc GM, details will be announced to the London Stock Exchange and on SENS in respect of the Johannesburg Stock Exchange and will also be made available on this page. 


Meeting access

Registration at 133 Houndsditch will open at 9:00am (London time) on Thursday 20 January 2022 for both the Plc Scheme and Plc General Meetings. To participate as a Plc Shareholder you must be a registered holder of Plc Shares as at 6:00pm (GMT) on Tuesday 18 January 2022. 

As an alternative to attending the Plc GM in person, Plc Shareholders can view a live webcast of the Plc GM online. 

Plc Shareholders viewing the webcast should appoint a proxy in advance of the Plc GM in accordance with the instructions set out in the Notice of Meeting. Plc Shareholders who are unable to attend the Plc GM in person or who prefer to register questions in advance are invited to submit questions using the form below by Thursday 13 January 2022.

Plc Shareholders who viewed and participated in the Plc Scheme Meeting prior to the Plc GM can simply stay logged in to view the webcast of the Plc GM which will commence at the later of 10:30am or the conclusion or adjournment of the Plc Scheme Meeting. 

Direct event link: https://web.lumiagm.com/123-885-895

Meeting ID: 123 885 895 

Please see the Shareholder FAQs and technical support section below for further access support. 

Voting 

Your vote is important. By voting, you are involved in the future of BHP. 

Plc Shareholders can vote by:

  • attending the Plc GM and voting in person; or
  • appointing an attorney or, in the case of corporate shareholders, a corporate representative to attend the Plc GM and vote; or
  • appointing a proxy to attend the Plc GM and vote on their behalf.

You can lodge your proxy using any of the following methods:

  • Electronically by recording the proxy appointment and voting instructions at www.eproxyappointment.com. You can log in on a computer or by using the Plc mobile voting service for smartphones. Only registered Plc Shareholders may access this facility and will need the Control Number, their Holder Identification Number (HIN) or Security holder Reference Number (SRN) and PIN stated on their Proxy Form. 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 Plc Share Registry.
  • By hand delivery or post to: 
    Plc Registrar 
    Computershare Investor Services PLC 
    The Pavilions
    Bridgwater Road Bristol BS13 8AE

    Postal Address (for proxy forms):
    Computershare Investor Services PLC
    The Pavilions, Bridgwater Road 
    Bristol BS99 6ZY 
    United Kingdom 

    or

    Plc Register and Transfer Secretary 
    Computershare Investor Services (Pty) Limited 
    Rosebank Towers
    15 Biermann Avenue
    Rosebank, 2196 South Africa

    Postal address:
    Private Bag X9000
    Saxonwold 2132
    South Africa

Holders of Plc Shares in dematerialised form through STRATE and not in their own name must not complete or return a Proxy Form. Such Plc Shareholders must promptly provide their voting instructions directly to their Central Securities Depository Participant (CSDP) or stockbroker.

 

 

 

Questions and comments

Plc Shareholders will have a reasonable opportunity as a whole to make comments and ask questions on all the items of business set out in this Notice of Plc GM during the Plc GM. In order to maintain the proper and orderly conduct of the Plc GM, Plc 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. 

Plc Shareholders may also submit questions in advance of the Plc GM online at using the form below, by Thursday 13 January 2022. BHP will endeavour to address the key themes raised during the Plc GM. Please note that individual responses will not be sent to Plc Shareholders. Unlike for the Plc Scheme Meeting immediately prior, Plc Shareholders will not be permitted to submit written questions during the course of the Plc GM. 

Shareholder FAQs

  • 1. When is the BHP Group Plc GM?

    The BHP Group Plc General Meeting (Plc GM) will be held at 133 Houndsditch, London EC3A 7BX, England at the later of 10:30am (GMT) or the conclusion or adjournment of the Plc Scheme Meeting on Thursday 20 January 2022. 
  • 2. Am I entitled to vote at the Plc GM?

    To vote at the Plc GM, you must be a registered holder of Plc Shares as at the Voting Entitlement Time, which is 6:00pm (GMT) on Tuesday 18 January 2022 (or, if the Plc GM is adjourned, 6:00pm (GMT) on the day which is two working days prior to the time fixed for the commencement of the rearranged Plc GM). Your voting entitlement will be determined by the number of Plc Shares you hold at that time. Changes to the Plc Share Register after the Voting Entitlement Time shall be disregarded in determining the rights of any person to attend and vote at the Plc GM or any adjournment thereof.
  • 3. How do I register my attendance on the day of the Plc GM at the venue?

    You must register to vote at the Plc GM. The registration desks will be open from 9:00am (GMT) and we ask that you arrive at least 30 minutes before proceedings commence to allow sufficient time to complete registration. 

    The Plc Scheme Meeting will commence at 10:00am (GMT) on the same day. Plc Shareholders who are interested in Unification are encouraged to also attend and vote at the Plc Scheme Meeting.
  • 4. What if COVID-19 restrictions are in place at the time of the Plc GM?

    The BHP Directors recognise the constantly evolving nature of the Covid-19 situation and the uncertainty as to any related measures that may be put in place by the UK Government. Any changes to the arrangements for the Plc GM (including as a result of the COVID-19 situation) will be communicated to Plc Shareholders before the Plc GM, including through BHP’s website and by announcement on the London Stock Exchange and the Johannesburg Stock Exchange.

    However, to ensure that their votes will be counted, all Plc Shareholders are encouraged to lodge a directed proxy (preferably appointing the “Chair of the meeting” as proxy) and submit any questions they have in advance of the Plc GM (whether or not you plan to attend) in case it becomes necessary or appropriate for Plc to make alternative arrangements for the holding or conduct of the Plc GM.

     
  • 5. How are votes calculated?

    • Item 1 requires a special resolution of Plc Shareholders only, 
    • and Item 2 requires an ordinary resolution of Plc Shareholders only. 
    • Item 3 is a Class Rights Action requiring a special resolution of each of Plc Shareholders and Limited Shareholders, voting separately. 
    • Item 4 is a special resolution of Plc Shareholders only.
    • Item 5 is a Class Rights Action requiring an ordinary resolution of each of Plc Shareholders and Limited Shareholders, voting separately. 
    • None of the Plc Resolutions are joint electorate matters, meaning that they are not required to be voted on by both Limited Shareholders and Plc Shareholders voting together. However, they will be valid resolutions only if all Unification Resolutions are approved by the requisite majorities, including the Limited Resolutions being approved at the Limited GM. 
    • A resolution will be passed only if the votes cast in favour represent a majority of the votes cast (in the case of an ordinary resolution), or represent at least 75 per cent of the votes cast (in the case of a special resolution).
    • All Plc Resolutions will be decided by way of a poll.
  • 6. 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 Plc GM to the Plc Share Registry prior to the Plc GM, unless previously given to the Plc Share Registry.
  • 7. I am a representative of a corporate shareholder. How can I attend and vote?

    A shareholder that is a corporation may appoint one or more individuals to act as its representative(s) and to vote at the Plc GM in accordance with the Companies Act 2006, provided that if two or more representatives are appointed they do not do so in relation to the same Plc Shares. If two or more corporate representatives purport to vote in respect of the same Scheme Shares: if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised. Any corporate representative(s) should bring to the Plc GM evidence of their appointment(s), including any authority under which it is signed, even if previously given to the Plc Share Registry. 
  • 8. I hold American Depositary Shares (Plc ADSs). Can I attend and vote?

    The main contact for Plc ADS Holders who do not hold their investment directly is the registered shareholder, custodian or broker, or whoever administers the investment on their behalf. Plc ADS Holders should deal with them in relation to any rights under the agreement with them to be appointed as proxy and to access, follow the business of, attend, participate in and vote at the Plc GM.
  • 9. I want to vote but I can’t attend the Plc GM. What should I do?

    If you cannot attend the Plc GM in person you can appoint the Chair of the Plc GM or any other person as your proxy to attend the Plc GM in person and vote on your behalf.

    • A proxy form accompanies this Notice of Plc GM. Proxy forms are also available on BHP’s website and hard copies can be obtained by contacting the Plc Share Registry. Alternatively, you can appoint a proxy online or electronically through CREST as set out in this Notice of Plc GM. 
    • A Plc Shareholder entitled to attend the Plc GM and cast two or more votes may appoint one or more 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 Plc GM. If a shareholder appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by a shareholder.
    • 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). Further proxy forms are available by contacting Computershare.
    • If a proxy is not directed how to vote on a Unification Resolution, the proxy may vote or withhold their vote on that resolution as they think fit. Should any resolution other than those specified in this Notice of Plc GM be proposed at the Plc GM, a proxy may vote or abstain from voting on that resolution as they think fit (unless otherwise directed by the Plc Shareholder), subject to applicable voting restrictions.
    • If a proxy is instructed to withhold their vote on a Unification Resolution, they are directed not to vote on the Plc 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.
    • Plc 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 Plc 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 Plc GM, or does not vote on the resolution, the Chair of the Plc 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 Plc GM, the Secretary or any Director that do not contain a direction on how to vote will be used where possible to support the resolutions proposed in this Notice of Plc GM.
    • The proxy form must be signed by the Plc Shareholder or the Plc Shareholder’s attorney.
    • Proxies appointed by corporations must be executed in accordance with the Companies Act 2006 and the Plc Articles of Association. 
    • If more than one valid proxy form is submitted in respect of the Plc GM, the appointment received last before the latest time for the receipt of proxies will take precedence.
    • Completion and return of a proxy form, or the appointment of proxies through CREST or otherwise electronically, will not preclude a Plc Shareholder from attending and voting at the Plc GM (or any adjournment thereof) in person or from accessing the webcast of the Plc GM online.
  • 10. I am a ‘nominated person’. What can I do?

    The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from Plc in accordance with section 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of the voting rights.

    Nominated persons’ main point of contact in terms of their investment in Plc remains the shareholder who nominated them to enjoy the information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated persons should continue to contact that shareholder, custodian or broker (and not Plc), regarding any changes or queries relating to their personal details and interest in Plc (including any administrative matter). The only exception to this is where Plc expressly requests a response from the nominated person.

    The statements of rights of Plc Shareholders in relation to the appointment of proxies described in this section does not apply to nominated persons. Such rights can only be exercised by Plc Shareholders.
  • 11. I am a joint holder of Plc Shares. How will my vote be counted?

    In the case of joint holders of Plc Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose, seniority will be determined by the order in which the names stand in the Plc Share Register in respect of the relevant joint holding (the first-named being the most senior).
  • 12. When do I have to submit my proxy appointment by?

    • Proxies must be lodged by 10:30am (GMT) on Tuesday 18 January 2022 (or, if the Plc GM is adjourned, no later than 48 hours (excluding any non-working days) before the time fixed for the commencement of the rearranged Plc GM). 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 Plc or its Plc Share Registry at either of the addresses specified below by 10:30am (GMT) on Tuesday 18 January 2022 (or, if the Plc GM is adjourned, no later than 48 hours (excluding non-working days) before the time fixed for the commencement of the rearranged Plc GM). 
    • Amended proxy appointments or instructions must also be received by Plc or the Plc Share Registry by the deadline for receipt of proxies. 
  • 13. 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 at www.eproxyappointment.com. You can log in on a computer or by using the Plc mobile voting service for smartphones. Only registered Plc Shareholders may access this facility and will need the Control Number, their Holder Identification Number (HIN) or Security holder Reference Number (SRN) and PIN stated on their Proxy Form. 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 Plc Share Registry.
    • By hand delivery or post to:
      Plc Registrar 
      Computershare Investor Services PLC 
      The Pavilions, Bridgwater Road Bristol BS13 8AE

      Postal Address (for proxy forms):
      Computershare Investor Services PLC
      The Pavilions, Bridgwater Road Bristol BS99 6ZY 

      or

      Plc Register and Transfer Secretary 
      Computershare Investor Services (Pty) Limited 
      Rosebank Towers
      15 Biermann Avenue Rosebank, 2196 South Africa

      Postal address:
      Private Bag X9000
      Saxonwold 2132
      South Africa
    • Holders of Plc Shares in dematerialised form through STRATE and not in their own name must not complete or return a Proxy Form. Such Plc Shareholders must promptly provide their voting instructions directly to their Central Securities Depository Participant (CSDP) or stockbroker.
  • 14. I am a CREST member. Can I use the CREST electronic proxy appointment service to vote?

    Yes, CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

     

    In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instruction as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare UK (CREST Participant ID: 3RA50) by 10:30am (GMT) on Tuesday 18 January 2022 (or, if the Plc GM is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned Plc GM). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instruction to proxies appointed through CREST should be communicated to the appointee through other means.

     

    CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

     

    Plc may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  • 15. Will the Plc GM be webcast?

    A live webcast of the Plc GM will be able to be viewed online at
    https://web.lumiagm.com/123-885-895. 
    Meeting ID: 123 885 895 
  • 16. When can I find out the results of the Plc GM?

     

    Voting results will be announced to the stock exchanges and made available online at www.bhp.com/unify as soon as the polls conducted at the Plc GM are finalised after the conclusion of the Plc GM.

     

     

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 meeting 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 webcast 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 are having trouble accessing the site, try updating your web browser.
  • Please see the Lumi (virtual meetings) user guide for further information on how to access Lumi.

Devices

  • You can use a number of devices to view the webcast - 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.