BHP does not agree that the proposed amendment to the Constitution will extend rights to shareholders of BHP
Group Limited which are already enjoyed by shareholders of BHP Group Plc. There are additional requirements and thresholds that apply when shareholders seek to requisition resolutions under UK law that are not included in the proposed amendment, and
do not otherwise apply under Australian law.
The Board does not consider that the additional administrative burden imposed by the proposed resolution is
warranted in light of the existing opportunities for shareholders to express opinions and request information from BHP.
The Board must (and does) in the
normal course take into account shareholder views.
Shareholders are able to ask questions about or make comments on the management of BHP at any time,
including at the AGMs. Further, if shareholders disapprove of actions taken by the Directors, shareholders can refuse to re-elect them or remove them from office by ordinary resolution.
In addition, there is regular and extensive engagement between BHP (at Chairman, Non- Executive Director and management level) and its institutional and
retail shareholders. Over many years, a significant part of this engagement has related to climate change.
A change in law relating to shareholder
requisitioned resolutions is a matter for the Government, taking into account appropriate limitations and thresholds and with any change applying to all Australian companies.
The Board intends to allow a reasonable opportunity at the AGM for shareholders to ask questions regarding Resolution 1 and 2, even if Resolution 1 is not
passed.
Response to Resolution 2
Resolution 2
recommends that BHP suspend memberships of industry associations that undertake lobbying, advertising and/or advocacy relating to climate and/or energy policy, and whose record of advocacy since January 2018 is inconsistent with the goals of the
Paris Agreement.
Company support for the Paris Agreement
Global warming is a challenge that requires collaboration. Resources companies such as BHP, its customers and governments must play their part to meet this
challenge.
BHP supports the Paris Agreement as a critical element of the response to global warming. BHP signed the CEO Statement on Business and
Climate Change and the Paris Negotiations, supporting the Australian Government in securing an effective outcome from the Paris negotiations, and became a signatory to the Paris Pledge for Action, pledging the Companys support to
ensuring that the level of ambition set by the Agreement is met or exceeded.