BHP Group Regulatory News (BHP)

To: Australian Securities Exchange

London Stock Exchange

cc: New York Stock Exchange

JSE Limited

BHP Group Limited ABN 49 004 028 077

LEI WZE1WSENV6JSZFK0JC28

Registered in Australia

Registered Office: Level 18, 171 Collins Street

Melbourne Victoria 3000 Australia

Tel +61 1300 55 4757 Fax +61 3 9609 3015

BHP Group plc Registration number 3196209

LEI 549300C116EOWV835768

Registered in England and Wales

Registered Office: Nova South, 160 Victoria Street

London SW1E 5LB United Kingdom

Tel +44 20 7802 4000 Fax +44 20 7802 4111

1

To receive the 2020 Financial Statements and Reports for BHP

2,909,809,359

99.95%

1,421,934

0.05%

2,911,231,293

41,872,041

CARRIED

2

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc

2,948,062,574

99.96%

1,312,123

0.04%

2,949,374,697

3,721,284

CARRIED

3

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc

2,946,061,822

99.89%

3,224,567

0.11%

2,949,286,389

3,808,582

CARRIED

4

To approve the general authority to issue shares in BHP Group Plc

2,914,047,872

98.80%

35,257,951

1.20%

2,949,305,823

3,797,477

CARRIED

5

To approve the authority to allot equity securities in BHP Group Plc for cash

2,900,299,189

98.35%

48,755,406

1.65%

2,949,054,595

4,048,497

CARRIED

6

To authorise the repurchase of shares in BHP Group Plc

2,921,858,555

99.09%

26,930,764

0.91%

2,948,789,319

4,305,752

CARRIED

7

To approve the 2020 Remuneration Report other than the part containing the Directors' remuneration policy

2,823,362,081

95.76%

125,102,055

4.24%

2,948,464,136

4,630,094

CARRIED

8

To approve the 2020 Remuneration Report

2,820,426,484

95.67%

127,706,024

4.33%

2,948,132,508

4,961,722

CARRIED

9

To approve the grant to the Executive Director

2,902,867,398

98.45%

45,600,204

1.55%

2,948,467,602

4,624,916

CARRIED

10

To approve leaving entitlements

2,925,992,274

99.25%

22,070,407

0.75%

2,948,062,681

5,029,752

CARRIED

11

To elect Xiaoqun Clever as a Director of BHP

2,900,015,830

98.36%

48,326,090

1.64%

2,948,341,920

4,764,141

CARRIED

12

To elect Gary Goldberg as a Director of BHP

2,945,580,970

99.91%

2,677,171

0.09%

2,948,258,141

4,848,095

CARRIED

13

To elect Mike Henry as a Director of BHP

2,946,383,840

99.93%

2,139,704

0.07%

2,948,523,544

4,582,917

CARRIED

14

To elect Christine O'Reilly as a Director of BHP

2,940,990,647

99.75%

7,488,042

0.25%

2,948,478,689

4,626,554

CARRIED

15

To elect Dion Weisler as a Director of BHP

2,945,270,161

99.90%

2,929,582

0.10%

2,948,199,743

4,905,100

CARRIED

16

To re-elect Terry Bowen as a Director of BHP

2,906,341,026

98.57%

42,015,847

1.43%

2,948,356,873

4,740,109

CARRIED

17

To re-elect Malcolm Broomhead as a Director of BHP

2,874,872,876

98.07%

56,581,606

1.93%

2,931,454,482

21,647,691

CARRIED

18

To re-elect Ian Cockerill as a Director of BHP

2,943,832,937

99.93%

2,006,980

0.07%

2,945,839,917

7,262,938

CARRIED

19

To re-elect Anita Frew as a Director of BHP

2,905,767,623

98.55%

42,839,311

1.45%

2,948,606,934

4,498,309

CARRIED

20

To re-elect Susan Kilsby as a Director of BHP

2,816,758,682

95.53%

131,858,130

4.47%

2,948,616,812

4,488,431

CARRIED

21

To re-elect John Mogford as a Director of BHP

2,898,399,614

98.56%

42,197,600

1.44%

2,940,597,214

12,499,768

CARRIED

22

To re-elect Ken MacKenzie as a Director of BHP

2,865,886,555

97.22%

81,832,064

2.78%

2,947,718,619

5,386,661

CARRIED

23

To amend the Constitution of BHP Group Limited

267,228,519

9.60%

2,515,261,317

90.40%

2,782,489,836

170,606,496

NOT CARRIED

Resolution 24 was withdrawn by the requisitioning shareholders prior to the meeting.

24

To adopt interim cultural heritage protection measures2

WITHDRAWN

Resolution 25 was NOT valid as it was conditional on Resolution 23 being approved by the required majority. Poll figures are provided below for information purposes only and do not constitute a voting result.

25

To suspend memberships of Industry Associations where COVID-19 related advocacy is inconsistent with Paris Agreement goals3

632,527,371

22.40%

2,191,058,715

77.60%

2,823,586,086

129,516,625

NOT VALID

1. In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at BHP Group Plc's meeting are aggregated with "abstained" votes at BHP Group Limited's meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

2. Proxy figures for Resolution 24 are included below in Appendix 1 for information.

3. BHP engaged extensively with investors throughout 2020 on the Company's approach to industry associations. This engagement directly shaped the package of industry association reforms that BHP announced in August 2020, which was welcomed by Climate Action 100+ and the Australian Council of Superannuation Investors. BHP also consulted broadly with investors on Resolution 25, and will undertake further consultations over the next few months with shareholders that voted for and against Resolution 25 to better understand the reasons for their position.

1

To receive the 2020 Financial Statements and Reports for BHP

*

Total number of votes exercisable by all proxies validly appointed

1,417,846,295

1,492,732,604

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,406,155,154

1,492,584,941

-

was to vote against the resolution

1,344,439

70,863

-

was to abstain on the resolution

26,531,171

15,331,597

-

may vote at the proxy's discretion

10,346,702

76,800

2

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

1,442,772,343

1,505,960,101

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,431,536,908

1,505,342,693

-

was to vote against the resolution

764,314

539,882

-

was to abstain on the resolution

1,605,123

2,104,100

-

may vote at the proxy's discretion

10,471,121

77,526

3

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

1,442,768,783

1,505,881,369

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,430,294,647

1,504,581,524

-

was to vote against the resolution

1,987,478

1,221,061

-

was to abstain on the resolution

1,608,683

2,181,822

-

may vote at the proxy's discretion

10,486,658

78,784

4

To approve the general authority to issue shares in BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

1,442,814,638

1,505,874,179

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,430,127,522

1,472,743,276

-

was to vote against the resolution

2,176,551

33,052,263

-

was to abstain on the resolution

1,562,828

2,189,222

-

may vote at the proxy's discretion

10,510,565

78,640

5

To approve the authority to allot equity securities in BHP Group Plc for cash

*

Total number of votes exercisable by all proxies validly appointed

1,442,592,737

1,505,844,329

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,424,859,649

1,464,232,282

-

was to vote against the resolution

7,193,747

41,532,682

-

was to abstain on the resolution

1,784,729

2,219,872

-

may vote at the proxy's discretion

10,539,341

79,365

6

To authorise the repurchase of shares in BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

1,442,605,893

1,505,544,242

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,428,791,544

1,481,840,347

-

was to vote against the resolution

3,294,171

23,625,180

-

was to abstain on the resolution

1,771,572

2,519,958

-

may vote at the proxy's discretion

10,520,178

78,715

7

To approve the 2020 Remuneration Report other than the part containing the Directors' remuneration policy

*

Total number of votes exercisable by all proxies validly appointed

1,442,066,912

1,505,757,155

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,409,403,130

1,402,918,814

-

was to vote against the resolution

22,216,794

102,758,345

-

was to abstain on the resolution

2,310,554

2,306,445

-

may vote at the proxy's discretion

10,446,988

79,996

8

To approve the 2020 Remuneration Report

*

Total number of votes exercisable by all proxies validly appointed

1,441,784,438

1,505,711,908

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,408,717,567

1,400,783,807

-

was to vote against the resolution

22,729,314

104,850,725

-

was to abstain on the resolution

2,593,028

2,351,692

-

may vote at the proxy's discretion

10,337,557

77,376

9

To approve the grant to the Executive Director

*

Total number of votes exercisable by all proxies validly appointed

1,442,124,487

1,505,730,939

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,422,027,372

1,469,919,749

-

was to vote against the resolution

9,740,221

35,730,384

-

was to abstain on the resolution

2,252,979

2,330,949

-

may vote at the proxy's discretion

10,356,894

80,806

10

To approve leaving entitlements

*

Total number of votes exercisable by all proxies validly appointed

1,441,771,906

1,505,689,738

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,424,104,052

1,490,884,529

-

was to vote against the resolution

7,314,625

14,725,631

-

was to abstain on the resolution

2,605,560

2,373,283

-

may vote at the proxy's discretion

10,353,229

79,578

11

To elect Xiaoqun Clever as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,337,538

1,505,352,389

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,405,030,221

1,483,774,656

-

was to vote against the resolution

26,796,849

21,498,245

-

was to abstain on the resolution

2,039,928

2,711,785

-

may vote at the proxy's discretion

10,510,468

79,488

12

To elect Gary Goldberg as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,248,710

1,505,356,480

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,429,651,528

1,504,694,718

-

was to vote against the resolution

2,079,451

582,939

-

was to abstain on the resolution

2,128,756

2,707,469

-

may vote at the proxy's discretion

10,517,731

78,823

13

To elect Mike Henry as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,515,107

1,505,357,780

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,430,027,158

1,505,136,163

-

was to vote against the resolution

1,989,836

141,904

-

was to abstain on the resolution

1,862,359

2,706,394

-

may vote at the proxy's discretion

10,498,113

79,713

14

To elect Christine O'Reilly as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,467,131

1,505,365,742

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,425,295,662

1,504,477,582

-

was to vote against the resolution

6,662,661

808,572

-

was to abstain on the resolution

1,910,335

2,698,432

-

may vote at the proxy's discretion

10,508,808

79,588

15

To elect Dion Weisler as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,210,668

1,505,361,215

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,429,280,874

1,504,702,971

-

was to vote against the resolution

2,328,551

579,421

-

was to abstain on the resolution

2,166,798

2,702,959

-

may vote at the proxy's discretion

10,601,243

78,823

16

To re-elect Terry Bowen as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,358,347

1,505,362,363

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,427,186,131

1,467,883,084

-

was to vote against the resolution

4,608,047

37,399,791

-

was to abstain on the resolution

2,019,119

2,701,811

-

may vote at the proxy's discretion

10,564,169

79,488

17

To re-elect Malcolm Broomhead as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,452,835

1,488,359,114

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,421,420,013

1,442,231,719

-

was to vote against the resolution

10,518,428

46,047,907

-

was to abstain on the resolution

1,924,631

19,705,060

-

may vote at the proxy's discretion

10,514,394

79,488

18

To re-elect Ian Cockerill as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,403,063

1,502,794,818

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,430,100,569

1,502,441,023

-

was to vote against the resolution

1,723,168

273,112

-

was to abstain on the resolution

1,974,403

5,269,356

-

may vote at the proxy's discretion

10,579,326

80,683

19

To re-elect Anita Frew as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,590,662

1,505,370,190

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,427,139,655

1,467,339,801

-

was to vote against the resolution

4,880,233

37,951,257

-

was to abstain on the resolution

1,786,804

2,693,984

-

may vote at the proxy's discretion

10,570,774

79,132

20

To re-elect Susan Kilsby as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,599,739

1,505,371,501

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,387,375,105

1,418,077,265

-

was to vote against the resolution

44,633,376

87,215,231

-

was to abstain on the resolution

1,777,727

2,692,673

-

may vote at the proxy's discretion

10,591,258

79,005

21

To re-elect John Mogford as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,340,753

1,497,619,133

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,426,832,123

1,460,254,703

-

was to vote against the resolution

4,904,495

37,284,342

-

was to abstain on the resolution

2,036,713

10,445,041

-

may vote at the proxy's discretion

10,604,135

80,088

22

To re-elect Ken MacKenzie as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

1,442,439,390

1,504,628,788

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

1,414,617,682

1,439,829,115

-

was to vote against the resolution

17,104,080

64,718,547

-

was to abstain on the resolution

1,938,076

3,435,385

-

may vote at the proxy's discretion

10,717,628

81,126

23

To amend the Constitution of BHP Group Limited

*

Total number of votes exercisable by all proxies validly appointed

1,358,904,710

1,422,938,592

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

73,900,810

193,281,070

-

was to vote against the resolution

1,274,632,259

1,229,578,216

-

was to abstain on the resolution

85,472,755

85,119,189

-

may vote at the proxy's discretion

10,371,641

79,306

Resolution 24 was withdrawn by the requisitioning shareholders prior to the meeting. Resolution 25 was NOT valid as it was conditional on Resolution 23 being approved by the required majority. Proxy figures for both Resolutions 24 and 25 are provided below for information purposes only.

24

To adopt interim cultural heritage protection measures

*

Total number of votes exercisable by all proxies validly appointed

1,428,318,772

1,389,799,856

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

101,930,450

146,143,690

-

was to vote against the resolution

1,316,233,394

1,243,577,138

-

was to abstain on the resolution

16,058,693

118,264,155

-

may vote at the proxy's discretion

10,154,928

79,028

25

To suspend memberships of Industry Associations where COVID-19 related advocacy is inconsistent with Paris Agreement goals

*

Total number of votes exercisable by all proxies validly appointed

1,392,051,529

1,430,890,306

*

Total number of votes in respect of which the appointments specified that the proxy -

-

was to vote for the resolution

289,334,988

343,148,134

-

was to vote against the resolution

1,092,540,921

1,087,663,144

-

was to abstain on the resolution

52,325,936

77,173,854

-

may vote at the proxy's discretion

10,175,620

79,028

Item of Business

Votes cast %1

1

To receive the 2020 Financial Statements and Reports for BHP

70.68%

2

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc.

71.30%

3

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc

71.30%

4

To approve the general authority to issue shares in BHP Group Plc

71.30%

5

To approve the authority to allot equity securities in BHP Group Plc for cash

71.30%

6

To authorise the repurchase of shares in BHP Group Plc

71.28%

7

To approve the 2020 Remuneration Report other than the part containing the Directors' remuneration policy

71.29%

8

To approve the 2020 Remuneration Report

71.29%

9

To approve the grant to the Executive Director

71.29%

10

To approve leaving entitlements

71.29%

11

To elect Xiaoqun Clever as a Director of BHP

71.27%

12

To elect Gary Goldberg as a Director of BHP

71.27%

13

To elect Mike Henry as a Director of BHP

71.27%

14

To elect Christine O'Reilly as a Director of BHP

71.27%

15

To elect Dion Weisler as a Director of BHP

71.27%

16

To re-elect Terry Bowen as a Director of BHP

71.27%

17

To re-elect Malcolm Broomhead as a Director of BHP

70.47%

18

To re-elect Ian Cockerill as a Director of BHP

71.15%

19

To re-elect Anita Frew as a Director of BHP

71.27%

20

To re-elect Susan Kilsby as a Director of BHP

71.27%

21

To re-elect John Mogford

70.91%

22

To re-elect Ken MacKenzie as a Director of BHP

71.24%

23

To amend the Constitution of BHP Group Limited

67.37%

24

Resolution withdrawn

25

To suspend memberships of Industry Associations where COVID-19 related advocacy is inconsistent with Paris Agreement goals2

67.75%