UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
September 18 2012
| BHP BILLITON LIMITED (ABN 49 004 028 077) |
BHP BILLITON PLC (REG. NO. 3196209) | |
| (Exact name of Registrant as specified in its charter) | (Exact name of Registrant as specified in its charter) | |
| VICTORIA, AUSTRALIA | ENGLAND AND WALES | |
| (Jurisdiction of incorporation or organisation) | (Jurisdiction of incorporation or organisation) | |
| 180 LONSDALE STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices) |
NEATHOUSE PLACE, VICTORIA, LONDON, UNITED KINGDOM (Address of principal executive offices) | |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
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 x 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.
| BHP Billiton Limited and BHP Billiton Plc | ||||||
| Date: September 18 2012 | By: | /s/ Jane McAloon | ||||
| Name: | Jane McAloon | |||||
| Title: | Group Company Secretary | |||||
If undeliverable please return to:
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ
United Kingdom
DHL
GLOBALmail
TNT| post
Delivered by Royal Mail c9 10002
Bhpbilliton
resourcing the future
You will only receive these documents by post if you have
BHP Billiton Plc
specifically requested them, otherwise under the UK Companies
Act, you are deemed to have agreed to view these documents
Shareholder Pack 2012
online. For ease of voting, however, we have enclosed a
personalised proxy form for all shareholders.
Please note that this notification is not a summary of the proposals
Should you wish at any time to resume receiving shareholder
contained in the Notice of Meeting or of any of the other documents
communications by post, free of charge, please write to our
mentioned below and is not a substitute for reading those
Registrars at the address given on the inside back cover.
documents. Shareholders should read the Notice of Meeting in full before taking a decision.
Vote online
You can vote online via www.bhpbilliton.com
Notification of Availability of BHP Billiton’s
You will need your unique Shareholder Reference Number (SRN)
Annual Report Documentation 2012
and PIN printed at the top of the enclosed proxy form. If you hold
shares through CREST you may appoint a proxy or proxies via the
BHP Billiton’s 2012 Annual Report, Summary Review,
CREST electronic appointment service. Full details of how to lodge
Sustainability Report and Notice of Annual General Meeting
a proxy are attached. To be counted, proxies must be received by
are now available online at www.bhpbilliton.com
11.00am (London time) on Tuesday, 23 October 2012.
151722_01B0JI
All correspondence to:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
United Kingdom
Telephone: +44 844 472 7001
Facsimile: +44 870 703 6322
Questions from Shareholders
The Annual General Meeting (AGM) of BHP Billiton Plc will be held at The Queen Elizabeth II Conference Centre, London, on Thursday, 25 October 2012 at 11.00am. Shareholders who are unable to attend the meeting, or who may prefer to register questions in advance are invited to do so. This form is provided as a convenient way to submit any questions you have.
Please return your completed question form to our Share Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or by facsimile to +44 870 703 6322 by Thursday, 18 October 2012. The envelope provided for the return of your proxy form may also be used for this purpose. Alternatively, you can email the Share Registrar at web.queries@computershare.co.uk.
You may also submit written questions to the auditor if the questions are relevant to the content of the auditor’s report or the conduct of the audit of the financial report to be considered at the AGM.
We will endeavour to address the more frequently raised questions during the course of the AGM. The most frequently asked questions, together with answers, will be made available at www.bhpbilliton.com.
Question(s):
Please mark X if it is a question directed to the auditor
1
2
3
4
5
Thank you for your time.
Registered office as above
BHPB
Registered in England and Wales, Number 3196209
BHP Billiton Plc
Proxy Form
Registered in England and Wales
Number 3196209
All correspondence to:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
United Kingdom
Telephone: +44 844 472 7001
Facsimile: +44 870 703 6322
LODGEMENT OF YOUR PROXY
This proxy form must be received by 11.00am (London time) on Tuesday, 23 October 2012
Any proxy form (and any relevant authorities under which it is signed) received after that time will not be valid for the scheduled meeting.
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 holder’s 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).
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 Registrar’s helpline listed below under “Any questions?”, or you may photocopy this form. Please indicate in the box next to the proxy holder’s 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 abstain 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:
The key management personnel (‘KMP’) of BHP Billiton (which includes each of the Directors) will not be able to vote as your proxy on Items 19 and 20 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 19 and 20 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 19 and 20 by marking the appropriate boxes on the proxy form.
CREST electronic proxy appointment service
To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer’s agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in the Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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 shareholder’s 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 Company’s 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 Company’s Registrar by the time above or be enclosed with this form, and the words “authorised signatory” should be added under the signature on the front 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: To appoint a proxy electronically go to www.bhpbilliton.com, then follow the instructions. To access this service you will need your Shareholder Reference Number (SRN) and Personal Identification Number (PIN) which are printed on the front of this proxy form. If you hold shares through CREST you may appoint a proxy or proxies through the CREST electronic proxy appointment service.
Any questions?
Telephone: +44 844 472 7001 if you have any questions on how to complete this proxy form or to obtain additional forms.
Documents may be lodged:
VIA THE INTERNET
BY MAIL
IN PERSON
Computershare Investor Services PLC
Computershare Investor Services PLC
www.bhpbilliton.com
The Pavilions
The Pavilions
Bridgwater Road
Bridgwater Road
Bristol BS99 6ZY
Bristol BS13 8AE
BHPB
United Kingdom
United Kingdom
151722_01B0JI
bhpbilliton
resourcing the future
Appointment of Proxy
I/We being a member/s of BHP Billiton Plc and entitled to attend and vote hereby appoint the Chairman
the name of the person (or body corporate) you are
Number of
of the Meeting
OR
appointing, if someone other than the Chairman
shares being
(mark box with an ‘X’)
of the Meeting.
voted
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 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 Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London on Thursday, 25 October 2012 at 11.00am 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 undirected 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 to exercise your proxy on Items 19 and 20 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 19 and 20 by marking the appropriate box below.
Please Note: to fully inform shareholders in exercising their right to vote, please be aware that if the Chairman of the Meeting is appointed as your proxy (or becomes your proxy by default), the Chairman of the Meeting intends to vote available proxies in the manner set out beside each resolution:
Vote
Voting directions to your proxy
Please mark X (within the box) to indicate your directions
For
Against
Withheld
For
1
To receive the 2012 Financial Statements and Reports for BHP Billiton Plc and BHP Billiton Limited
For
2
To elect Pat Davies as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
3
To re-elect Malcolm Broomhead as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
4
To re-elect Sir John Buchanan as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
5
To re-elect Carlos Cordeiro as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
6
To re-elect David Crawford as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
7
To re-elect Carolyn Hewson as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
8
To re-elect Marius Kloppers as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
9
To re-elect Lindsay Maxsted as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
10
To re-elect Wayne Murdy as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
11
To re-elect Keith Rumble as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
12
To re-elect John Schubert as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
13
To re-elect Shriti Vadera as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
14
To re-elect Jac Nasser as a Director of each of BHP Billiton Plc and BHP Billiton Limited
For
15
To reappoint KPMG Audit Plc as the auditor of BHP Billiton Plc
For
16
To renew the general authority to issue shares in BHP Billiton Plc
For
17
To approve the authority to issue shares in BHP Billiton Plc for cash
For
18
To approve the repurchase of shares in BHP Billiton Plc
For
19
To approve the 2012 Remuneration Report
For
20
To approve the grant of Long-Term Incentive Performance Shares to Marius Kloppers
PLEASE SIGN HERE
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Shareholder 1
Shareholder 2
Shareholder 3
Shareholder 4
Individual/Sole Director and
Director/Company Secretary
Sole Company Secretary
/
/
Contact Name
Contact Daytime Telephone
Date
BHPB
E1286
001CSP0132
151722_01B0JI
In addition to signing the proxy form in the above box(es) please provide the information above in case we need to contact you.