Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or
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 ☒ No
If Yes is marked, indicate below the file
number assigned to the registrant in connection with Rule
12g3-2(b):
n/a
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.
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BHP Billiton Limited and BHP Billiton Plc
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Date: September 18, 2018
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By:
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/s/ Rachel Agnew
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Name:
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Rachel Agnew
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Title:
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Company Secretary
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If undeliverable please return to: Computershare Investor Services (Pty) Ltd. PO Box 61051 Marshalltown 2107 South Africa PO Box 61051
Marshalltown 2107 South Africa Information online General information on BHP and the 2018 Annual Report and Notice of Annual General Meeting can be found online at bhp.com under the Investors section. You can also vote online (certificated
shareholders only) via bhp.com or at eproxyappointment.com or use BHPs mobile voting service for smartphones. Please see enclosed instructions for more details. Instead of completing and returning a proxy form, holders of shares dematerialised
into STRATE should promptly provide their voting instructions directly to their CSDP or stockbroker. BHP Billiton Plc Shareholder Pack 2018 236848_023IDG
B I L Z Registered in England and Wales, Number 3196209 The Annual General Meeting (AGM) of BHP Billiton Plc will be held at the QEII
Centre, London, on Wednesday 17 October 2018 at 11:00am (London time). Shareholders who are unable to attend the meeting, or who prefer to register questions in advance, are invited to submit any questions they have by completing and returning
this form. Please return your completed question form to our Share Registrar, Computershare Investor Services (Pty) Limited, PO Box 61051, Marshalltown 2107, or by facsimile to 011 688 5217 by Wednesday 10 October 2018. Alternatively, you can
email the Share Registrar at web.queries@computershare.co.za. You may also submit written questions to the auditor if the questions are relevant to the content of the auditors report or the conduct of the audit of the financial statements to
be considered at the AGM. We will endeavour, during the course of the AGM, to address the themes most frequently raised in the submitted question forms. Please note that individual responses will not be sent to shareholders. Questions from
Shareholders Question(s): Please mark X if it is a question directed to the auditor 1 2 3 4 5 All correspondence to: Computershare Investor Services (Pty) Ltd. PO Box 61051 Marshalltown 2107 Telephone: 011 373 0033 Facsimile: 011 688 5217
236848_023IDG
Proxy Form All correspondence to: Computershare Investor Services (Pty) Ltd. PO Box 61051 Marshalltown 2107 Telephone: 011 373 0033
Facsimile: 011 688 5217 LODGEMENT OF YOUR PROXY To be valid, this proxy form must be received by 12 noon (South African local time) on Monday 15 October 2018 Any proxy form (and any relevant authorities under which it is signed) received after
that time will not be valid for the scheduled meeting. B I L Z How to complete this proxy form Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their
rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in
relation to less than your full voting entitlement, please enter in the box next to the proxy holders name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be
deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Shareholders holding shares
dematerialised into STRATE should promptly provide their voting instructions directly to their CSDP or stockbroker. Appointment of additional proxies You may appoint more than one proxy provided that each proxy is appointed to exercise rights
attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Share Registrars helpline listed
below under Any questions?, or you may photocopy this form. Please indicate in the box next to the proxy holders name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also
indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. Directing your proxy how to vote If you wish to direct your
proxy how to vote (or to abstain from voting) on any resolution, place a mark (X) in the For, Against or Vote Withheld box for each resolution. The Vote Withheld option is provided to
enable you to withhold your vote on any particular resolution. However, it should be noted that a Vote Withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes For and
Against a resolution. In the absence of instructions and to the extent permitted by law, your proxy may vote or withhold the vote as he or she thinks fit. IMPORTANT NOTE: In this proxy form, BHP Billiton Plc and BHP Billiton Limited
together are referred to as BHP. The key management personnel (KMP) of BHP (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Items 7, 8 and 9 unless you tell them how to
vote or, if the Chairman of the Meeting is your proxy, you expressly authorise him to vote even though Items 7, 8 and 9 are connected with the remuneration of the KMP. If you intend to appoint a member of the KMP as your proxy, you can direct them
to vote for or against or to abstain from voting on Items 7, 8 and 9 by marking the appropriate boxes on the proxy form. Signing instructions You must sign this proxy form as follows in the spaces provided: Individual: Where the holding is in one
name, the proxy form must be signed by the shareholder or the shareholders attorney. Joint holding: Where the holding is in more than one name, any one of the joint holders may sign the proxy form but the vote of the senior who renders a vote
whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names stand in the Companys Share Register. Power of Attorney or Relevant Authority: If
this form is signed by a person who is not the registered shareholder, then the relevant authority or a certified copy of it should either have been exhibited previously to the Share Registrar by the time above or be enclosed with this form, and the
words authorised signatory should be added under the signature on the reverse of this form. Companies: Where the holding is in the name of a company, then this form must be given under the common seal of the company or executed in a
manner having the same effect, or under the hand of an authorised officer or attorney who has not received any notice of revocation of that authority. Electronic proxy lodgement (certificated shareholders only): To appoint a proxy electronically go
to bhp.com or eproxyappointment.com, then follow the instructions. You can also use the BHP mobile voting service for smartphones. To access these services you will need the Control Number, shown below, together with your Shareholder Reference
Number (SRN) and Personal Identification Number (PIN) which are printed on the front of this proxy form. Shareholders holding shares dematerialised into STRATE should liaise promptly and directly with their CSDP or stockbroker. Any questions? If you
have any questions on how to complete this proxy form or to obtain additional forms, please call: 011 373 0033. Documents may be lodged: BHP Billiton Plc Registered in England and Wales Number 3196209 BY SMARTPHONE Scan QR Code IN PERSON
Computershare Investor Services (Pty) Limited Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa BY MAIL Computershare Investor Services (Pty) Limited PO Box 61051 Marshalltown 2107 VIA THE INTERNET bhp.com eproxyappointment.com (certifi
cated shareholders only) Control Number: 915333 236848_023IDG
Voting directions to your proxy Please mark X (within the box) to indicate your directions 1 To receive the 2018 Financial Statements
and Reports for BHP ï,£ ï,£ ï,£ 2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc ï,£ ï,£ ï,£ 3 To authorise the Risk and Audit Committee to agree the remuneration of the
auditor of BHP Billiton Plc ï,£ ï,£ ï,£ 4 To approve the general authority to issue shares in BHP Billiton Plc ï,£ ï,£ ï,£ 5 To approve the authority to allot equity securities in BHP
Billiton Plc for cash ï,£ ï,£ ï,£ 6 To authorise the repurchase of shares in BHP Billiton Plc ï,£ ï,£ ï,£ 7 To approve the 2018 Remuneration Report other than the part containing the
Directors remuneration policy ï,£ ï,£ ï,£ 8 To approve the 2018 Remuneration Report ï,£ ï,£ ï,£ 9 To approve the grant to the Executive Director ï,£ ï,£
ï,£ 10 To approve the change of name of BHP Billiton Limited and BHP Billiton Plc ï,£ ï,£ ï,£ 11 To
re-elect
Terry Bowen as a Director of BHP ï,£
ï,£ ï,£ 12 To
re-elect
Malcolm Broomhead as a Director of BHP ï,£ ï,£ ï,£ 13 To
re-elect
Anita Frew as a Director
of BHP ï,£ ï,£ ï,£ 14 To
re-elect
Carolyn Hewson as a Director of BHP ï,£ ï,£ ï,£ 15 To
re-elect
Andrew
Mackenzie as a Director of BHP ï,£ ï,£ ï,£ 16 To
re-elect
Lindsay Maxsted as a Director of BHP ï,£ ï,£ ï,£ 17 To
re-elect
John Mogford as a Director of BHP ï,£ ï,£ ï,£ 18 To
re-elect
Shriti Vadera as a Director of BHP ï,£ ï,£
ï,£ 19 To
re-elect
Ken MacKenzie as a Director of BHP ï,£ ï,£ ï,£ B I L Z In addition to signing the proxy form in the above box(es) please provide the information
above in case we need to contact you. Appointment of Proxy the Chairman of the Meeting (mark box with an X) OR the name of the person (or body corporate) you are appointing, if someone other than the Chairman of the Meeting. Number of
shares being voted I/We being a member/s of BHP Billiton Plc and entitled to attend and vote hereby appoint or failing attendance at the Meeting of the person or body corporate named above, or if no person is named, the Chairman of the Meeting, to
act generally at the meeting on my/our behalf and to vote in accordance with the directions on this proxy form or, if no directions have been given and to the extent permitted by law, as he or she sees fit, at the Annual General Meeting of BHP
Billiton Plc to be held at the QEII Centre, Broad Sanctuary, Westminster, London on Wednesday 17 October 2018 at 11:00am (London time) and at any adjournment thereof. Please tick here to indicate that this proxy appointment is one of multiple
appointments being made. IMPORTANT NOTE: The Chairman of the Meeting intends to vote available proxies in favour of each item of business. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), by signing and returning this
form you expressly authorise the Chairman of the Meeting to exercise your proxy on Items 7, 8 and 9 even though the Items are connected with the remuneration of a member of key management personnel. If you appoint the Chairman of the Meeting as your
proxy, you can direct the Chairman to vote for or against or abstain from voting on Items 7, 8 and 9 by marking the appropriate box below. For Against Vote Withheld 236848_023IDG Individual or Shareholder 1 Individual/Sole Director and Sole Company
Secretary Shareholder 2 Director/Company Secretary Shareholder 3 Shareholder 4 PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Contact Name Contact Daytime
Telephone Date / /