BHP : AGM results 2020

Group Governance

15 October 2020

To: Australian Securities Exchange	cc: New York Stock Exchange
London Stock Exchange	JSE Limited

FOR ANNOUNCEMENT TO THE MARKET

Please find attached the results of the business conducted at the meeting of shareholders of BHP Group Limited held virtually in Australia on 14 October 2020 and at the meeting of shareholders of BHP Group Plc held in London, United Kingdom on 15 October 2020.

As required by the Dual Listed Company Structure, a poll was conducted on each of the proposed resolutions. Each resolution is a Joint Electorate Action. The poll results for BHP Group Limited and BHP Group Plc are attached.

The final proxy position for each company is detailed in Appendix 1. The additional information required in respect of BHP Group Plc by the United Kingdom Companies Act 2006 is provided in Appendix 2.

A copy of the resolutions passed at the closure of the poll today has been submitted the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Authorised for lodgement by:

Geof Stapledon

Company Secretary

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 [phone] Fax [phone]

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 [phone] Fax [phone]

Members of the BHP Group which is headquartered in Australia

The poll results for BHP Group Limited and BHP Group Plc as follows:

	Business	Votes	%	Votes	%	Total Votes Cast	Abstentions1	Result
		For		Against
1	To receive	2,909,809,359	99.95%	1,421,934	0.05%	2,911,231,293	41,872,041	CARRIED
	the 2020
	Financial
	Statements
	and Reports
	for BHP
2	To reappoint	2,948,062,574	99.96%	1,312,123	0.04%	2,949,374,697	3,721,284	CARRIED
	Ernst &
	Young LLP as
	the auditor of
	BHP Group
	Plc
3	To authorise	2,946,061,822	99.89%	3,224,567	0.11%	2,949,286,389	3,808,582	CARRIED
	the Risk and
	Audit
	Committee to
	agree the
	remuneration
	of the auditor
	of BHP Group
	Plc
4	To approve	2,914,047,872	98.80%	35,257,951	1.20%	2,949,305,823	3,797,477	CARRIED
	the general
	authority to
	issue shares
	in BHP Group
	Plc
5	To approve	2,900,299,189	98.35%	48,755,406	1.65%	2,949,054,595	4,048,497	CARRIED
	the authority
	to allot equity
	securities in
	BHP Group
	Plc for cash
6	To authorise	2,921,858,555	99.09%	26,930,764	0.91%	2,948,789,319	4,305,752	CARRIED
	the
	repurchase of
	shares in
	BHP Group
	Plc
7	To approve	2,823,362,081	95.76%	125,102,055	4.24%	2,948,464,136	4,630,094	CARRIED
	the 2020
	Remuneration
	Report other
	than the part
	containing the
	Directors'
	remuneration
	policy
8	To approve	2,820,426,484	95.67%	127,706,024	4.33%	2,948,132,508	4,961,722	CARRIED
	the 2020
	Remuneration
	Report

	Business	Votes	%	Votes	%	Total Votes Cast	Abstentions1	Result
		For		Against
9	To approve	2,902,867,398	98.45%	45,600,204	1.55%	2,948,467,602	4,624,916	CARRIED
	the grant to
	the Executive
	Director
10	To approve	2,925,992,274	99.25%	22,070,407	0.75%	2,948,062,681	5,029,752	CARRIED
	leaving
	entitlements
11	To elect	2,900,015,830	98.36%	48,326,090	1.64%	2,948,341,920	4,764,141	CARRIED
	Xiaoqun
	Clever as a
	Director of
	BHP
12	To elect Gary	2,945,580,970	99.91%	2,677,171	0.09%	2,948,258,141	4,848,095	CARRIED
	Goldberg as a
	Director of
	BHP
13	To elect Mike	2,946,383,840	99.93%	2,139,704	0.07%	2,948,523,544	4,582,917	CARRIED
	Henry as a
	Director of
	BHP
14	To elect	2,940,990,647	99.75%	7,488,042	0.25%	2,948,478,689	4,626,554	CARRIED
	Christine
	O'Reilly as a
	Director of
	BHP
15	To elect Dion	2,945,270,161	99.90%	2,929,582	0.10%	2,948,199,743	4,905,100	CARRIED
	Weisler as a
	Director of
	BHP
16	To re-elect	2,906,341,026	98.57%	42,015,847	1.43%	2,948,356,873	4,740,109	CARRIED
	Terry Bowen
	as a Director
	of BHP
17	To re-elect	2,874,872,876	98.07%	56,581,606	1.93%	2,931,454,482	21,647,691	CARRIED
	Malcolm
	Broomhead
	as a Director
	of BHP
18	To re-elect	2,943,832,937	99.93%	2,006,980	0.07%	2,945,839,917	7,262,938	CARRIED
	Ian Cockerill
	as a Director
	of BHP
19	To re-elect	2,905,767,623	98.55%	42,839,311	1.45%	2,948,606,934	4,498,309	CARRIED
	Anita Frew as
	a Director of
	BHP
20	To re-elect	2,816,758,682	95.53%	131,858,130	4.47%	2,948,616,812	4,488,431	CARRIED
	Susan Kilsby
	as a Director
	of BHP
21	To re-elect	2,898,399,614	98.56%	42,197,600	1.44%	2,940,597,214	12,499,768	CARRIED
	John Mogford

as a Director

of BHP

	Business	Votes	%	Votes	%	Total Votes Cast	Abstentions1	Result
		For		Against
22	To re-elect	2,865,886,555	97.22%	81,832,064	2.78%	2,947,718,619	5,386,661	CARRIED
	Ken
	MacKenzie as
	a Director of
	BHP
23	To amend the	267,228,519	9.60%	2,515,261,317	90.40%	2,782,489,836	170,606,496	NOT
	Constitution							CARRIED
	of BHP Group
	Limited

Resolution 24 was withdrawn by the requisitioning shareholders prior to the meeting.
24 To adopt	WITHDRAWN
interim
cultural
heritage
protection
measures2

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 632,527,371 22.40% 2,191,058,715 77.60% 2,823,586,086 129,516,625 NOT VALID memberships

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

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.

APPENDIX 1

BHP Group Limited & BHP Group Plc - Final Proxy Position

		Limited	Plc
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

		Limited	Plc
∗	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 -

		Limited	Plc
−	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

		Limited	Plc
−	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

		Limited	Plc
∗	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

		Limited	Plc
−	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

APPENDIX 2

Additional Information

For the purposes of section 341 of the United Kingdom's Companies Act 2006 and in respect of BHP Group Plc, the votes validly cast1 as a percentage of the company's total issued share capital (as at 6pm on 14 October 2020) are:

	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	71.30%
	auditor of BHP Group Plc
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	71.29%
	Directors' remuneration policy
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	67.75%
	advocacy is inconsistent with Paris Agreement goals2

1. This calculation does not include the votes cast at the BHP Group Limited Annual General Meeting which are added to the votes cast at the BHP Group Plc Annual General Meeting to give the final result in relation to each resolution. Final poll results for BHP Group Plc and BHP Group Limited can be found on pages 2 to 4 of this announcement.
2. Resolution 25 was not valid as it was conditional on Resolution 23 being approved by the required majority. The information contained above is for information purposes only.