Ann: Results of Meeting, page-10

Item 13
Amendment to the Constitution
The following Item is aspecialresolution.
To amend the Constitution to insert a new clause 46:Member resolutions at general meeting
The shareholders in a general meeting may by ordinary
resolution express an opinion, ask for information, or
make a request, about the way in which a power of the
company partially or exclusively vested in the directors
has been or should be exercised. However, such a
resolution must relate to an issue of material relevance
to the company or the company’s business as identified
by the company, and cannot either advocate action
which would violate any law or relate to any personal
claim or grievance. Such a resolution is advisory only
and does not bind the directors or the company.

The Board recommends that shareholders vote
against Item 13.

Items 13 to 15
Resolutions requisitioned by groups of shareholders
A group of 176 shareholders representing approximately 0.008% of the shares on issue in BHP have
proposed Items 13 to 15 under section 249N of the Corporations Act.
These shareholders have also requested, pursuant to section 249P of the Corporations Act, the statements
set out in the Appendix to this Notice of Meeting be provided to shareholders.
Items 14 and 15 are advisory resolutions and are conditional on Item 13 being passed by special resolution.
If Item 13 is not passed, Items 14 and 15 will not be put to the meeting.
However, BHP intends to allow a reasonable opportunity at the AGM for shareholders as a whole to ask
questions on the subject matter of these Items.

The Board recommends that shareholders vote against Items 13, 14 and 15.
The Chair of the Meeting intends to vote undirected proxies against Items 13, 14 and 15.

Item 13
Amendment to the ConstitutionItem 13 seeks an amendment to the Constitution of BHP.
The Board does not consider the proposal set out in Item 13 to be in the interests of BHP shareholders as a
whole and recommends that shareholders vote against the resolution.

The Board’s response–The power to manage the business of BHP Group Limited is conferred on the Board.
–Shareholders have several existing avenues to express opinions on the management of BHP.
–Any reform to allow shareholders to propose advisory resolutions is a matter for government and
should not be done on a company-by-company basis.

The power to manage the business of BHP Group Limited is conferred on the Board by the Constitution.
It is important that the Directors can make decisions using their business judgement about the business and
affairs of the Group and in the interests of the Group and its shareholders as a whole.
Shareholders have several avenues available to them to express their opinions about the management of
BHP and request information from BHP. Shareholders already have a right under the Corporations Act to put
resolutions to general meetings.
In addition, the Board must (and does) in the normal course consider shareholder views which can be
expressed through a range of channels. Shareholders can ask questions about or make comments on
the management of BHP at any time, including at AGMs. There is also regular and extensive engagement
between BHP (at Board Chair, Non-executive Director and management level) and its institutional and
retail shareholders.
If shareholders disapprove of actions taken by the Directors or their response to issues raised by
shareholders, shareholders can refuse to re-elect them or remove them from office by ordinary resolution.
The BHP Board’s policy on annual re-election of Non-executive Directors provides this opportunity to
shareholders each year.

If approved, the proposed amendment to the Constitution would allow resolutions to be put forward without
any regulatory oversight or the thresholds required in other jurisdictions. For example, in the United States,
shareholder resolutions are regulated (e.g. to prevent duplicate resolutions, resolutions designed to redress
a personal grievance against a company and resolutions dealing with a matter that a company has already
substantially implemented). In the United Kingdom, under widely used constitutional provisions, shareholder
resolutions must be structured as special resolutions (requiring a 75% majority vote) and must be ‘directive’
rather than ‘advisory’.
Imposing a constitutionally mandated obligation to put advisory resolutions to BHP’s shareholders would
increase the scope for requisitioned resolutions to be used by groups whose interests are not aligned with,
and may be contrary to, those of BHP. The Board is concerned that a constitutional right to propose such
resolutions is likely to disproportionately favour those who have a practice of requisitioning special interest
resolutions. This could result in the business of future shareholder meetings being increasingly dominated by
non-binding special interest resolutions that focus on a single issue.
The Board considers any change relating to shareholder requisitioned resolutions is a matter for the
Australian Government, rather than a matter to be dealt with company-by-company through constitutional
amendment. Addressing the matter through law reform has the benefit of ensuring that an appropriate
weighing of considerations occurs, appropriate thresholds and oversight mechanisms are in place, and all
Australian public companies are subject to the same requirement.