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Results of the BHP Group shareholder meetings in connection with unification
BHP Group Plc BHP Group Limited
Registration number 3196209 ABN 49 004 028 077
Registered in England and Wales LEI WZE1WSENV6JSZFK0JC28
Share code: BHP Registered in Australia
ISIN: GB00BH0P3Z91 Share code: BHG
ISIN: AU000000BHP4
NEWS RELEASE
Release Time IMMEDIATE
Date 20 January 2022
Number 03/22
RESULTS OF THE BHP GROUP SHAREHOLDER MEETINGS IN
CONNECTION WITH UNIFICATION
_______________________________________________________________
BHP Shareholders approve Unification Resolutions
On 2 December 2021, BHP announced a final Board decision to unify BHP’s corporate structure
under its existing Australian parent company, BHP Group Limited. BHP is pleased to announce
that BHP Shareholders have approved each of the unification resolutions at the BHP Group
Limited General Meeting, the BHP Group Plc Scheme Meeting and the BHP Group Plc General
Meeting.
Attached are the results of the business conducted at the BHP Group Limited General Meeting,
held virtually in Australia on 20 January 2022, and both the BHP Group Plc Scheme Meeting and
the BHP Group Plc General Meeting that were held in London, United Kingdom on 20 January
2022. A poll was conducted on each of the proposed resolutions and the poll results for each
meeting are attached.
The final proxy position for each meeting is detailed in Appendix 1. The additional information
required by the United Kingdom Companies Act 2006 in respect of the BHP Group Plc Scheme
Meeting and the BHP Group Plc General Meeting is provided in Appendix 2.
Copies of the resolutions approved at each of the meetings have been submitted to the FCA
National Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the proposed amendments to
the BHP Group Plc articles of association together with a copy of the BHP Group Plc articles of
association adopted at the BHP Group Plc General Meeting are also available for inspection on
the FCA National Storage Mechanism.
Next steps and expected timetable of events
Unification involves a scheme of arrangement and still requires the UK Court’s sanction of the Plc
Scheme. The Court Sanction Hearing is expected to take place on 25 January 2022. The dates
and times in the detailed timetable as set out in the Shareholder Circular published by BHP on 8
December 2021 remain unchanged. Further key dates relating to the admission of BHP Group
Limited shares on the JSE are included in Appendix 3.
Sponsor: UBS South Africa (Pty) Limited
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
The poll results for the BHP Group Limited general meeting are as follows:
Business Votes For %* Votes %* Total Votes Abstentions** Result
Against Cast
1 To approve the 1,384,096,213 97.63 33,567,895 2.37 1,417,664,108 3,408,584 Carried
amendments to
the Constitution of
BHP Group
Limited
2 To approve the 1,383,908,921 97.61 33,946,024 2.39 1,417,854,945 3,216,466 Carried
terms of the
Limited Special
Voting Share Buy-
back Agreement
3 To approve the 1,383,947,661 97.61 33,881,125 2.39 1,417,828,786 3,242,625 Carried
terms of the DLC
Dividend Share
Buy-back
Agreement
4 To approve the 1,383,581,955 97.60 34,037,763 2.40 1,417,619,718 3,448,963 Carried
Class Rights
Actions in
connection with
the Plc Special
Voting Share Buy-
back
5 To approve the 1,383,561,376 97.61 33,807,442 2.39 1,417,368,818 3,702,593 Carried
Class Rights
Action in
connection with
the change in
status of BHP
Group Plc from a
public listed
company to a
private limited
company
*Rounded to two decimal places
**A vote abstained is not counted in the calculation of the proportion of votes for and against
each resolution.
The poll results for the BHP Group Plc scheme meeting are as follows:
Business Results of the Scheme Shares voted Scheme No. of Scheme
Court Shareholders who Shares voted as a %
Meeting voted** of the Scheme
Shares eligible to be
Number %* Number %* voted at the Court
Meeting*
1 To approve the For 1,365,986,837 96.12 1,180 83.99 64.68
Plc Scheme
proposed to be Against 55,108,121 3.88 225 16.01 2.61
made between Total 1,421,094,958 100 1,405 100 67.28
BHP Group Plc
and the Scheme
Shareholders
*Rounded to two decimal places
**Where a Scheme Shareholder has cast come of their votes “for” and some of their votes
“against” the resolution, such Scheme Shareholder has been counted as having voted both “for”
and “against” the resolution for the purposes of determining the number of Scheme
Shareholders who voted as set out in this column
The poll results for the BHP Group Plc general meeting are as follows:
Business Votes For %* Votes Against %* Total Votes Votes Result
Cast withheld**
1 To approve that the 1,374,794,713 97.17 40,065,268 2.83 1,414,859,981 2,151,451 Carried
directors of BHP
Group Plc be
authorised to take all
such action as they
may consider
necessary or
appropriate for
carrying the Plc
Scheme and
Unification into effect
2 To approve the terms 1,373,958,053 97.15 40,244,570 2.85 1,414,202,623 2,134,680 Carried
of the Plc Special
Voting Share Buy-
back Agreement
3 To approve the Class 1,373,938,613 97.15 40,244,632 2.85 1,414,183,245 2,154,058 Carried
Rights Actions in
connection with the
Plc Special Voting
Share Buy-back
4 To approve the 1,374,300,175 97.18 39,855,970 2.82 1,414,156,145 2,181,158 Carried
amendments to the
articles of
association of BHP
Group Plc
5 To approve the Class 1,374,258,391 97.18 39,894,522 2.82 1,414,152,913 2,184,390 Carried
Rights Action in
connection with the
change in status of
BHP Group Plc from
a public listed
company to a private
limited company
*Rounded to two decimal places
**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of
votes for and against each resolution.
APPENDIX 1
BHP Group Limited general meeting – Final Proxy Position
1 To approve the amendments to the Constitution of BHP Group Limited
* Total number of votes exercisable by all proxies validly appointed 1,416,951,053
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,371,737,763
- was to vote against the resolution 33,567,633
- was to abstain on the resolution 3,101,056
- may vote at the proxy’s discretion 11,645,657
2 To approve the terms of the Limited Special Voting Share Buy-back Agreement
* Total number of votes exercisable by all proxies validly appointed 1,417,147,588
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,371,501,002
- was to vote against the resolution 33,946,009
- was to abstain on the resolution 2,904,521
- may vote at the proxy’s discretion 11,700,577
3 To approve the terms of the DLC Dividend Share Buy-back Agreement
* Total number of votes exercisable by all proxies validly appointed 1,417,121,429
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,371,529,378
- was to vote against the resolution 33,880,963
- was to abstain on the resolution 2,930,680
- may vote at the proxy’s discretion 11,711,088
4 To approve the Class Rights Actions in connection with the Plc Special Voting
Share Buy-back
* Total number of votes exercisable by all proxies validly appointed 1,416,913,608
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,371,177,778
- was to vote against the resolution 34,037,748
- was to abstain on the resolution 3,136,771
- may vote at the proxy’s discretion 11,698,082
5 To approve the Class Rights Action in connection with the change in status of
BHP Group Plc from a public listed company to a private limited company
* Total number of votes exercisable by all proxies validly appointed 1,416,661,476
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,371,151,781
- was to vote against the resolution 33,807,442
- was to abstain on the resolution 3,390,633
- may vote at the proxy’s discretion 11,702,253
BHP Group Plc scheme meeting – Final Proxy Position
1 To approve the Plc Scheme proposed to be made between BHP Group Plc and
the Scheme Shareholders
* Total number of votes exercisable by all proxies validly appointed 1,421,093,519
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,365,976,697
- was to vote against the resolution 55,106,681
- may vote at the proxy’s discretion 10,141
BHP Group Plc general meeting – Final Proxy Position
1 To approve that the directors of BHP Group Plc be authorised to take all such
action as they may consider necessary or appropriate for carrying the Plc
Scheme and Unification into effect
* Total number of votes exercisable by all proxies validly appointed 1,417,011,439
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,374,769,785
- was to vote against the resolution 40,065,268
- was to withhold voting on the resolution 2,151,451
- may vote at the proxy’s discretion 24,935
2 To approve the terms of the Plc Special Voting Share Buy-back Agreement
* Total number of votes exercisable by all proxies validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,373,932,710
- was to vote against the resolution 40,244,570
- was to withhold voting on the resolution 2,134,680
- may vote at the proxy’s discretion 25,350
3 To approve the Class Rights Actions in connection with the Plc Special Voting
Share Buy-back
* Total number of votes exercisable by all proxies validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,373,913,270
- was to vote against the resolution 40,244,632
- was to withhold voting on the resolution 2,154,058
- may vote at the proxy’s discretion 25,350
4 To approve the amendments to the articles of association of BHP Group Plc
* Total number of votes exercisable by all proxies validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,374,274,268
- was to vote against the resolution 39,855,970
- was to withhold voting on the resolution 2,181,158
- may vote at the proxy’s discretion 25,914
5 To approve the Class Rights Action in connection with the change in status of
BHP Group Plc from a public listed company to a private limited company
* Total number of votes exercisable by all proxies validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments specified that the
proxy -
- was to vote for the resolution 1,374,230,559
- was to vote against the resolution 39,894,522
- was to withhold voting on the resolution 2,184,390
- may vote at the proxy’s discretion 27,839
APPENDIX 2
Additional Information – BHP Group Plc scheme meeting
For the purposes of section 341 of the United Kingdom’s Companies Act 2006 and in respect of
BHP Group Plc, the votes validly cast as a percentage of the company’s total issued share capital
(as at the close of the BHP Group Plc scheme meeting on 20 January 2022) are:
Item of Business Votes Cast %
1 To approve the Plc Scheme proposed to be made between BHP Group Plc and 67.28
the Scheme Shareholders
Additional Information – BHP Group Plc general meeting
For the purposes of section 341 of the United Kingdom’s Companies Act 2006 and in respect of
BHP Group Plc, the votes validly cast as a percentage of the company’s total issued share capital
(as at the close of the BHP Group Plc general meeting on 20 January 2022) are:
Item of Business Votes Cast %
1 To approve that the directors of BHP Group Plc be authorised to take all such 66.99
action as they may consider necessary or appropriate for carrying the Plc
Scheme and Unification into effect
2 To approve the terms of the Plc Special Voting Share Buy-back Agreement 66.96
3 To approve the Class Rights Actions in connection with the Plc Special Voting 66.96
Share Buy-back
4 To approve the amendments to the articles of association of BHP Group Plc 66.96
5 To approve the Class Rights Action in connection with the change in status of 66.96
BHP Group Plc from a public listed company to a private limited company
APPENDIX 3
Expected timetable – Key dates for JSE
Each of the times and dates in the timetable below are indicative only and may be subject to
change.
Court Sanction Hearing 25 January 2022
Latest time and date for dealings in, and for registration of transfers of 5.00 p.m. (South
(including dematerialisations and rematerialisations of), Plc Shares on African time) on 28
the JSE(1) January 2022
Plc Scheme Effective Time and Plc Scheme Record Time 9.00 p.m. (London time)
on 28 January 2022
Issue of New Limited Shares(2) By 10.00 a.m.
(Melbourne time) on 31
January 2022
Admission of the Limited Shares, including the New Limited Shares, 9.00 a.m. (South
to the JSE (under the ticker “BHG”) (3) African time) on 31
January 2022
Record date for JSE settlement purposes 2 February 2022
CSDP accounts credited with New Limited Shares on the Limited 9.00 a.m. (South
South African Branch Register African time) on 3
February 2022
Despatch of holding statements in respect of New Limited Shares on By no later than 11
the Limited South African Branch Register in dematerialised form in February 2022
the CSDP account of Computershare South Africa
(1) Trading in Plc Shares on the JSE under the ticker “BHP” is expected to be suspended from 9.00 a.m. (South
African time) on 31 January 2022. Plc’s listing on the JSE is expected to be cancelled at 9.00 a.m. (South
African time) on 4 February 2022.
(2) It is expected that 2,112,071,796 New Limited Shares will be issued in connection with Unification.
(3) It is expected that 5,062,323,190 Limited Shares, including the New Limited Shares, will be admitted to listing
and trading on the JSE.
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Tel: +61 3 9609 3830 Mobile: +61 411 071 Mobile: +61 407 033 909
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BHP Group Limited ABN 49 004 028 077 BHP Group plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, 171 Collins Street Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
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Disclaimer
BHP makes no representation or warranty as to the appropriateness, accuracy, completeness or
reliability of the information in this release.
This release is for information purposes only and is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for or
otherwise acquire or dispose of any BHP securities or the solicitation of any vote or approval in
any jurisdiction pursuant to unification or otherwise, nor will there be any sale, issuance or transfer
of any BHP securities pursuant to unification or otherwise in any jurisdiction in contravention of
applicable law. This release does not constitute a prospectus or prospectus equivalent document.
Prior to making any decision in relation to unification or as to whether to invest in the shares in
Limited, investors should read the Shareholder Circular and the Prospectus in their entirety,
including the information incorporated by reference. Investors must rely upon their own
examination, analysis and enquiries of BHP and the terms of the Shareholder Circular and
Prospectus, including the merits and risks involved.
Forward looking statements
This release contains forward looking statements, including statements regarding: plans,
strategies and objectives of management; approval of certain projects and consummation of
certain transactions; unification, including, but not limited to, the perceived benefits of unification
and expectations around the financial impact of unification on the BHP Group; future performance
and future opportunities. Forward-looking statements may be identified by the use of terminology,
including, but not limited to, ‘intend’, ‘aim’, ‘project’, ‘see’, ‘anticipate’, ‘estimate’, ‘plan’, ‘objective’,
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‘guidance’, ‘trend’ or similar words. These statements discuss future expectations concerning the
results of assets or financial conditions, or provide other forward-looking information.
These forward looking statements are based on management’s current expectations and reflect
judgments, assumptions, estimates and other information available as at the date of this release.
These statements do not represent guarantees or predictions of future financial or operational
performance, and involve known and unknown risks, uncertainties and other factors, many of
which are beyond our control, and which may cause actual results to differ materially from those
expressed in the statements contained in this release. The BHP Group cautions against reliance
on any forward-looking statements or guidance, including in light of the current economic climate
and the significant volatility, uncertainty and disruption arising in connection with Covid-19.
Forward-looking statements contained in this release apply only as at the date of this release. To
the extent required by the FCA Listing Rules, the Disclosure Guidance and Transparency Rules,
the Prospectus Regulation Rules, the ASX Listing Rules and other applicable regulations, BHP
will update or revise the information in this release. Otherwise, BHP will have no obligation publicly
to update or revise any forward-looking statement, whether as a result of new information or future
developments.
No profit forecasts or estimates
No statement in this release is intended as a profit forecast or estimate and no statement in this
release should be interpreted to mean that earnings per share for the most recent, current or
future financial years would necessarily match or exceed the historical published earnings per
share.
Notice to overseas shareholders
The distribution of this release into a jurisdiction other than the United Kingdom or Australia may
be restricted by law and therefore persons into whose possession this release comes should
inform themselves about and observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has
been or will be taken by the BHP to distribute this release in any jurisdiction where action for that
purpose may be required or doing so is restricted by law. Accordingly, this release may not be
distributed or published in any jurisdiction except under circumstances that will result in
compliance with any applicable laws and regulations.
Notice to US investors
The securities to be issued by Limited in connection with Unification have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or the
securities laws of any state or other jurisdiction of the United States. Any securities to be issued
if Unification is completed are anticipated to be issued in reliance on the exemption from the
registration requirements of the US Securities Act provided by Section 3(a)(10) thereof on the
basis of the approval of the High Court of Justice in England and Wales.
Date: 20-01-2022 05:38:00
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